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HomeMy WebLinkAboutAIA Construction Management Agreement with Beniton for WWTP Lab Expansion~\\r `;1~ TR1 Standard ®rrn ®f reernent eeen weer and ®n~tructi®n Manager Adviser AGREEMENT made as of the lst day of Februafy in the year 2013 (b1 words, indicate day, mo~rth mtd year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Nmne, legal stattrs, address and other information) completion, The author may also have revised the text of the original City of Meridian AIA standard form. An Additions and 33 E. Broadway Deletions Report that notes added Meridian, ID 83642 information as well as revisions to the standard form text is available and the Construction Manager: from the author and should be (Nmne, legal status, address and other h formation) reviewed. A vertical line in the left margin of this document indicates Beniton Consh•uction where the author has added P.O. Box 838 necessary information and where Meridian ID 83680 the author has added to or deleted , from the original AIA text. for the following Pt'oject: This document has important legal (Name, location mid detailed description) consequences. Consultation with an attorney is encouraged with respect Lab Building Expansion to its completion or modification. Wastewater Treatment Plant This document is intended to be 3401 N. Ten Mile Rd. used in conjunction with AIA Mel'Idtan, ID 83642 Documents A132T^'-2009, Standard Form of Agreement Between Owner The Architect: and Contractor, Construction (Nmne, legal status, address and'other information) Manager as Adviser Edition; A232T"'-2009, General Conditions SPF Water Engineering of the Contract for Construction, 300 E. Mallard Drive Construction Manager as Adviser Suite 350 Edition; and B132T"~"-2009, Standard Boise, ID 83706 Form of Agreement Between Owner and Architect, Construction Manager The Owner and Consh•uction Manager agree as follows, as Adviser Edition. AIA Document A232T'"-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document C132T^' - 2009 (formerly 8801 T^'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02(0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 Tl>is Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the folloll~i~~g items by inserting the requested information or a stateme~~t scrch as 'Slot applicable, " "Lt791t1101Y/7 at t1771e Of &~eCl/17017"OT' "t0 b2 det2771nned later b}~ 177LltLlal agl'eelienr'~ § 1.1.1 The Owner's program for the Project: (Identi~~ documentation or state the manner in 1vlrich the program >7~ill be del~eloped.) 2013 - 2017 CIP WWTP Projects § 1.1.2 The Project's physical characteristics: (Identif ~ or describe, if appropriate, size, location, dimensions, or other perti~~ent informatim~, such as geotecln7ical reports; site, boamdarp mid topographic surveys; h•a~c and tttilin~ studies; a1~ailabilil7~ ofpcrblic m/d pril~ate trt7lities and se~~~ices; legal descript7on of the site; etc.) 2-story, 6,000 square foot expansion § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Pro>>ide total and, if1a1o1tn1, a line item breahdo~ln~.) Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if airy: 2/1/2013 - 6/1/2013 .2 Commencement of construction: 6/1/2013 Init. AIA Document C132T0.1- 2009 (formerly 8801 T"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ~ € 2 t This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) .3 Substantial Completion date or milestone dates: 6/ 1 /2014 .4 Other: § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as compeNtil~e bid, negotiated Contract or multiple Prime Co»h•crcts.) Competitive bid with multiple prime conhacts. § 1,1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forth below: (List ntanber and type of bid/yrocln•ement packages.) Multiple bid packages to be developed § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project notpro>>ided elsert~here, such as eni~iromnentally responsible design or historic presewation requirements.) LEED Design Considerations § 1.1,8 The Owner identifies the following representative in accordance with Section 5.5: (List name, address and other ittfo»~tation,) David Allison, Project Manager Ciry of Meridian 33 E. Broadway Meridian, ID 83642 § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other i~ formation.) SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 § 1.1.10 Unless provided by the Consh•uction Manager, the Owner will retain the following consultants and contractors: (List name, legal status, address and other infoi7natio~l.) .1 Land Surveyor: Not required .2 Geoteclnucal Engineer: Provided by SPF Water Engineering .3 Civil Engineer: Provided by SPF Water Engineering AIA Document C132T"~ - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 3 :ar This document was produced by AIA software al 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) 4 Other: (List any other consultants r•etaiared Up the Orl~rrer, larch as a Project or Progrmra 117maager, or corastrtacfiora contractor.) § 1.1,11 The Construction Manager identifies the followilig representative in accordance with Section 2.4: (List name, address and otlaer is formation.) Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian, ID 83680 (208)884-0027 § 1.1.12 The Consh•uction Manager's staffing plan as required under Section 3.3.2 shall include: (List may specifac requirements and personnel to be included in the staffaragplma, iflnlolrnr.) Superintendent and Project Engineer § 1.1.13 The Consh•uction Manager's consultants retained under Basic Services, if any: Cost Estimator: (List name, legal status, address and other infoazaaation.) Beniton Conshuction .2 Other consultants: None § 1.1.14 The Consh•uction Manager's consultants retained under Additional Services: None § 1.1.15 Other Initial Information on which the Agreement is based: None § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Consh•ucfion Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. § 2.3 The Consh•uction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B132TM-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Construction Manager shall not be responsible for actions taken by the Architect. AIA Document C132Th~ - 2009 (formerly 8801 T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 0 2101 /2 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.5 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. § 2,6 The Construction Manager shall maintain the following insurance for the duration of this Agreement If any of the requirements set forth below exceed the types and limits the Constuction Manager normally maintains, the Owner shall reimburse the Construction Manager for any additional cost. § 2.6.1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Construction Manager tray use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. § 2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Omer as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 3.1 Definition The Constuction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling, const•uctability review, cost estimating, and allocation of construction activities among the Multiple Prime Contractors. § 3.2 Preconstruction Phase § 3.2.1 The Const•uctiori Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2,2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, a written Construction Management Plan that includes, at a mininmm, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors' scopes of Work, if multiple Contractors or fast-track conshuction will be used. The Construction Manager shall periodically update the Constuction Management Plan over the course of the Project. § 3,2.4 Based on preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect AIA Document C132TM - 2009 tformerly B801 T"'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 5 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) suggests alternative materials and systems, the conshuction Manager shall provide cost evaluations of those alternative materials and systems and may also provide its own suggestions. § 3.2.5 The Consh•uction Manager shall expeditiously review design documents duruig their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Consh•uction Manager shall also provide recommendations to the Owner and Architect on constructability, availability of materials and labor, sequencing for phased construction, time requirements for procurement, installation and construction, and factors related to conshuction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 3.2.6 The Consh uction Manager shall prepare and periodically update the Project schedule included in the Consh•uction Management Plan fot• the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the conshuction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that could affect the Project's timely completion. § 3.2.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the conshuction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement The conshuction Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the P,r•chitect's review and the Owner's approval. The conshuction Manager shall advise the Owner and Architect if it appears that the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action. § 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Conshruction Documents, the conshuction Manager shall consult with the Owner and Architect and make recommendations whenever the Construction Manager determines that design details adversely affect constructability, cost or schedules. § 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. § 3.2.10 The Consh•uction Manager shall provide recommendations and infomlation to the Owner regarding the allocation of responsibilities for safety programs among the Conhactors. § 3.2.11 The Construction Manager shall provide reconunendations to the Owner on the division of the Project into individual Contracts for the conshuction of various categories of Work, including the method to be used for selecting Conh•actors and awarding Contracts. If multiple Contracts are to be awarded, the Conshuctiou Manager shall review the Drawings and Specifications and make reconunendations asrequired to provide that (1) the Work of the Conhactors is coordinated, (2) all requirements for the Project are assigned to the appropriate Conhact, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased conshuction. § 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Conh•actor, ordering and delivery of products, including those that must be ordered well in advance of conshuction, and the occupancy requirements of the Owner. § 3.2.13 The Consh•uction Manager shall expedite and coordinate the ordering and delivery of materials, including those that must be ordered well in advance of construction. , § 3.2.14 The Construction Manager shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. AIA Document C132TM - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 3.2.15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Conshuction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2.16 The Conshuction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and od~er programs as may be required by governmental and for quasi goverrmlental authorities for inclusion in the Contract Documents. § 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. § 3.2.18 The Conshuction Manager shall submit the list of prospective bidders for the Architect's review and the Owner's approval. § 3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The Construction. Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct pre-bid conferences with prospective bidders. The Conshuction Manager shall issue the current Project schedule with each set of bidding documents. The Construction Manager shall assist the Architect with regard to questions fi•om bidders and with the issuance of addenda. § 3.2.20 The Construction Manager shall receive bids, prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. § 3.2.21 The Conshuction Manager shall assist the Owner in preparing Conshuction Contracts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors. § 3.2.22 The Conshuction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the various Multiple Prime Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner and Architect in connection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. § 3.3 Construction Phase Administration of the Construction Contract § 3.3.1 Subject to Section 4.3, the Construction Manager's responsibility to provide Conshuction Phase Services commences with the award of the initial Conhact for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.3.2 The Conshuction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.3 The Conshuction Manager shall provide on-site administration of the Contacts for Conshuction in cooperation with the Architect as set forth below and in AIA Document A232T"r-2009, General Conditions of the Contact for Construction, Conshuction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009, those modifications shall not affect the Conshuction Manager's services under this Agreement unless the Owner and the Construction Manager amend this Agreement. § 3.3.4 The Conshuction Manager shall provide adminish•ative, management and related services to coordinate scheduled activities and responsibilities of the Multiple Prime Contractors with each other and with those of the Conshuction Manager, the Owner and the Architect The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Conhact Documents. § 3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors, the Construction Manager shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prime Contactors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered well in advance of construction. The Project schedule shall include the Owner's occupancy requirements AIA Document C132TM - 2009 (formerly B801 T61CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action, if any, to the Owner and Architect. § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall prepare and promptly disriibute minutes to the Owner, Architect and Multiple Prime Contractors. § 3.3.7 Utilizing information fi•om the Multiple Prime Contractors, the Conshuction Manager shall schedule and coordinate the sequence of construction and assigrunent of space in areas where the Multiple Prime Conri•actors are performing Work, in accordance with the Contract Documents and the latest approved Project schedule. § 3.3.8 The Construction Manager shall schedule all tests and inspections required by the Conri•act Documents or governmental authorities, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3.10 The Conshuction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. If the Contractor is required to submit a Control Estimate, the Conshuction Manager shall meet with the Owner and Conri•actor to review the Control Estimate. The Consri•uction Manager shall promptly notify the Conriactor if there are any inconsistencies or inaccuracies in the information presented. The Conshuction Manager shall also report the Conri•actor's cost conhol information to the Owner. § 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project. § 3.3.12 The Conshuction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3.12.1 The Consri•uction Manager shall develop and implement procedm•es for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. § 3.3.12.2 Not more fi•equently than monthly, the Consri•uction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Conshuction Manager shall, within seven days after the Construction Manager receives the Conhactor's Application for Payment, review the Application, certify the amount the Conshuction Manager deteni>ines is due the Contractor, and forward the Conh•actor's Application and Certificate for Payment to the Architect. .2 Where there are Multiple Prime Conri•actors responsible for performing different portions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Contractor's Application for Payment: (1) review the Applications and certify the amount the Consri•uction Manager determines is due each Contractor, (2) prepare a Suumiary of Conri•actors' Applications for Payment by summarizing information fi•om each Conhactor's Application for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the Construction Manager determines is due al] Multiple Prime Conh•actors collectively, and (5) forward the Surmnary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Conri•actors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Conh•act Documents AIA Document C132TM - 2009 (formerly 6801 T"~CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 8 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01(2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fi•om the Contract Documents prior to completion and to specific qualifications expressed by the Consriuction Manager. The issuance of a Certificate for Payment shall further constitute a reconunendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Constuction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed constuction means, methods, techniques, sequences for the Contactor's own Work, or procedures; (3) reviewed copies of requisitions received fi•om Subcontactors and material suppliers and other data requested by the Owner to substantiate the Contactor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contact Sum. § 3.3.13 The Consh•uction Manager shall review the safety programs developed by each of the Multiple Prime Contactors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Contactors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contactor, Multiple Prime Contactors, Subcontractors, agents or employees of the Contractors or Multiple Prime Contractors or Subcontactors, or any other persons performing portions of the Work and not directly employed by the Constuction Manager. § 3.3.14 The Constuction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Carttract Documents and notify the Owner, Conri•actor and Architect of defects and deficiencies in the Work The Constuction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner, the Construction Manager may require and make auangements for additional inspection or testing of the Work in accordance with the provisions of the Conh•act Documents, whether or not such Work is fabricated, installed or completed, and the Constuction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect maybe present for such procedures. § 3.3,15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Constuction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction. means, methods, techniques, sequences or procedures, or fore safety precautions and programs in connection with the Worlc of each of the Contactors, since these are solely the Contactor's rights and responsibilities under the Contact Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Constuction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have contol over or charge of, and shall not be responsible for, acts or omissions of the Contactor or Multiple Prime Contactors, Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions of the Work. § 3.3.16 The Construction Manager shall tansmit to the Architect requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written recommendation, and assist in the resolution of questions that may arise. § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contactors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Constuction Change Directives that incorporate the Arclutect's modifications to the Contact Documents. § 3.3.18 The Constuction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.3.1.7. AIA Document C132T~^ - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information fi•om the Owner, Owner's consultants, Owner's separate contractors and vendors, governmental agencies, and all other participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. The Conshuction Manager shall promptly review all Shop Drawings, Product Data, Samples and other submittals fi•om the Multiple Prime Conh•actors for compliance with the submittal requirements of the Conh•act, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Construction Manager recommends for approval The Consh•uction Manager's actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractor, other Multiple Prime Contractors, the Owner, or the Architect. § 3.3.20 The Consh•uction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 3.3.20.1 The Conshuction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Consh•uction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding submittals; .4 Request for information, Change Order, and Conshuction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Conhactors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager's compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; and .11 Any other items the Owner may require: § 3.3.20.2 In addition, for Projects constructed on the basis of the Cost of the Work, the Consh•uction Manager shall include the following additional information in its progress reports: .1 Contractor's work force report; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: § 3.3.21 Utilizing the documents provided by the Contractor, the Construction Manager shall maintain at the site one copy of all Conhacts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record all changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and similat• required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records available to the Architect and the Conh•actor, and upon completion of the Project, shall deliver them to the Owner. § 3.3.22 The Consh•uction Manager shall ati•ange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.23 With the Architect and the Owner's maintenance personnel, the Consh•uction Manager shall observe the Conhactor's or Multiple Prime Conh•actors' final testing and start-up of utilities, operational systems and equipment and observe any conunissioning as the Contract Documents may require. AIA Document C132TM - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 10 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1UU5957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 3.3.24 When the Constuction Manager considers each Conh•actor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3.25 When the Work or designated portion thereof is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Constuction Manager shall submit the executed Certificate to the Owner and Conhractor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Constuction Manager shall evaluate the completion of the Worlt of the Contactor or Multiple Prime Contractors and make recommendations to the Architect when Work is ready for final inspection. The Coustuction Manager shall assist the Architect in conducting final inspections. § 3.3.26 The Constuction Manager shall forward to the Owner, with a copy to the Architect, the following information received fi•om the Contactor or Multiple Prime Contactors: (1) certificates of insurance received fiom the Contactor or Multiple Prime Contactors; (2) consent of surety or sureties, if any, to reduction in or partial release of retainage or the malting of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indenmifying the Owner against liens; and (4) any other documentation required of the Contactor under the Contract Documents, including warranties and similar submittals. § 3.3.27 The Construction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contactor's compliance with the requirements of the Contract Documents. § 3.3.28 Duties, responsibilities and limitations of authority of the Constuction Manager as set forth in the Contact Documents shall not be resticted, modified or extended without written consent of the Owner, Construction Manager, Architect, Contactor and Multiple Prime Contactors. Consent shall not be unreasonably witl>held. § 3.3.29 Upon request of the Owner, and prior to the expiration of one year fi•om the date of Substantial Completion, the Consriuctiori Manager shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 41 Additional Services listed below are not included in Basic Services but maybe required for the Project. The Constuction Manager shall provide the listed Additional Services only if specifically designated in the table below as the Constuction Manager's responsibility, and the Owner shall compensate the Constuction Manager as provided in Section 11.2. (Designate the Additio~zcrl Services the Co~ash•r~cfio» ~llairager shall prol~ide i11 the second colunm of the table belotiv. br the third column indicate 11~lrether the ser7~ice descriptio» is located iir SecNor14.2 or i~r air attached exhibit If ir1 mi ~hibit, identify tTre exhibit.) Services Responsibility (Co~rstructiorl Mmrager; 01tn1er or NotProl~ided) Location of Service Description (Section 4.2 beloll~ or in an exhibit attached to this doctnnent acrd identified belola) § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissionin B211T~'-2007 Owner 4.1.5 LEEDS' certification B214Tr~-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253TAr-2007) Owner AIA Document C132T'" - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~~,s 11 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 4.2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit attached to this document. None § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Conshuction Manager, any Additional Services provided in accordance with this Section 4.3 shall entitle the Conshuction Manager to compensation. pursuant to Section 11.3. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Conshuctiml Manager shall notify the Owner with reasonable promphless and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed to provide the following services until the Conshuction Manager receives the Owner's written authorization: .1 Services necessitated by a change in the Initial hnformation, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed hi Section 1.1.6; .2 Services necessitated by the enactment or revision of codes, laws or regulations or official interpretations after the date of this Agreement; .3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .4 Preparation for, and attendance at, a public presentation, meeting or hearing; .5 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Construction Manager is party thereto; .6 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .7 Assistance to the Ir>itial Decision Maker, if other than the Architect; or .8 Service as the vutial Decision Maker. § 4.3.2 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Construction Manager, and the Owner shall have no further obligation to compensate the Conshuction Manager for those services: .1 Services iti evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision Maker. .2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Informafion, whichever is earlier. .3 Services required in an emergency to coordinate the activities of a Contractor or Multiple Prime Conhactors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.13. § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen ( 17 )months of the date of this Agreement, through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, consh•aints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a wi7tten request fi•om the Conshuction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce any lien rights, if-any. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the AIA Document C132T~n - 2009 (formerly 8801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ;iii 12 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No,1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) Work, the Owner shall notify the Consh•uction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.3 The Owner acknowledges that accelerated, phased or fast-h•ack scheduling provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B 132-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Owner shall provide the Conshuction Manager a copy of the executed agreement between the Owner and Architect, and any further modifications to the agreement. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Conshuction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Consriuction Manager's services. § 5.6 Unless provided by the Conshruction Manager, the Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal desct7ption of the site. The surveys and legal information shall include, as applicable, grades and lines of sheets, alleys, pavements and adjoining property and shuctures; designated wetlands; adjacent drainage; rights-of--way, reshictions, easements, encroachments, zoning, deed reshictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and bees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.7 Unless provided by the Consh•uction Manager, the Owner shall furnish services of geotechnical engineers, which may include but are not linuted to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Conshuction Manager. Upon the Conshuction Manager's request, the Owner shall furnish copies of the scope of services in the contracts behveen the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Consttuction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonsh•ates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintaui professional liability insurance and other liability insurance as appropriate to the services provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Conhact Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5,11 The Owner shall provide prompt written notice to the Conshuction Manager and Architect if the Owner becomes aware of any fault or defect in Project, including errors, omissions or inconsistencies in the Architect's Inshuments of Service or any fault or defect in the Construction Manager's services. § 5.12 The Owner reserves the right to perform conshuction and operations related to the Project with the Owner's own forces, and to award conri•acts in connection with the Project which are not part of the Consh•uction Manager's responsibilities under this Agreement. The Conshuction Manager shall notify the Owner if any such independent action will interfere with the Conshuction Manager's ability to perform the Conshucrion Manager's responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Conhactors. AIA Document C132T"' - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. §~; 13 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 5.13 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Construction Manager's consultants through the Consh•uction Manager about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Construction Manager of any direct commnunications that may affect the Consh•uction Manager's services. § 5.14 Before executing the Conh•act for Consh•uction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Conh•act for Consh•uction ~~rith the Consh•uction Manager's services set forth in this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Conh•acts for Construction. § 5.15 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Collshuction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contactors' general conditions costs, overhead and profit. The Cost of the Worlc includes the compensation of the Consh•uction Manager and Construction Manager's Consultants during the Constuction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Construction Manager's judgment as a person or entity familiar with the constuction industy It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary fi•om the budget proposed, established or approved by the Owner, or fi•om any cost estimate or evaluation prepared by the Construction Manager. § 6.3 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Conshuction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Constuction Manager and Architect in making such adjustments. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; ,2 in consultation with the Construction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alternative. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager's consultants, if any, shall not own or claim a copyright in the Instuments of Service. The Construction Manager, the Constuction Manager's consultants, if arty, and the Owner warrant that in h•ansmitting Instruments of Service, or arty other information, the tansmitting party is the copyright owner of such information or has permission fi•om the copyright owner to transmit such information for its use on the Project If the Owner and Construction Manager intend to h•ansmit Instruments of Service or any other AIA Document C132TM - 2009 (formerly B801 T"'CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 14 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) information or documentation in digital fot7n, they shall endeavor to establish necessary protocols governing such transmissions. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Consriuction Manager shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Consriuction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Consri•uction Managet• waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Conri•act for Consh•uction. The Owner or the Construction Manager, as appropriate, shall require of the contactors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Constuction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless fio1n and against damages, losses and judgments arising fi•om claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Const•uction Manager, its employees and its consultants in the performance of professional services under this Agreement. The Construction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Consriuction Manager and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relati~lg to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's ternunation of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Construction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Constuction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be admil>istered by the American Arbitration Association in accordance with its Constuction Indusriy Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity adlninistering the mediation. The request maybe made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days fi•om the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitation proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The. parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, miless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Checlr the appropriate box. If the Ortnler mid Consh•trction Mm~nger do not select a method o~'binding dispute resolution belolt; or do not subsequenth~ agree in 1tn•itifag to a binding dispute resohrNon metTrod other thml litigation, the dispute 1-tall be resolved in a cotmt of competent jta•isdiction.) AIA Document C132T"^ - 2009 (formerly 8801 T^"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~~„ 15 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1851876417) [ ] Arbih•ation pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) § 8.3 Arbitration § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement airy claim, dispute or other matter in question arising out of or related to tl>ss Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbih•ation. § 8.3.1.1 A demand for arbitration shall be made no earlier than concun•ently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the clans, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitafions purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the clans, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbihator(s) shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8,3.4.1 Either party, at its sole discrefion, may consolidate an arbiri•ation conducted under this Agreement with any other arbitration to which it is a parry provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbih'ations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4,2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbih•ation, provided that the party sought to be joined consents in writing to such joinder. Consent to arbihation involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Conshuction Manager's option, cause for suspension of performance of services under this Agreement. If the Consh•uction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services, hi the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Consh•uction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Consh•uction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. AIA Document C132T^' - 2009 (formerly 8801 T"'CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init, reserved. 16 ~ urs This document was produced by AIA software at 09:12:28 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 9.2 If the O~~mer suspends the Project, the Conshuction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Conshuction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Ownei• suspends the Project for more than 90 cumulative days for reasons other than the fault of the Conshuction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days' written notice. § 9,4 Either party may terminate this Agreement upon not less than seven days' written notice should the other parry fail substantially to perfoian iii accordance with the terms of this Agreement tluough no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Conshuction Manager for the Owner's convenience and without cause. § 9.6 hi the event of termination not the fault of the Conshuction Manager, the Conshuction Manager shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Construction Manager's services and include expenses directly athibutable to termination for which the Construction Manager is not otherwise compensated, plus an amount for the Conshuction Manager's anticipated profit on the value of the services not performed by the Construction Manager, as set forth below. § 9.7.1 In the event of termination for the Owner's convenience prior to commencement of construction, the Construction Manager shall be entitled to receive payment for services performed, costs incurred by reason of such termination and reasonable overhead and profit on Preconshuction services not completed during the Preconstruction Phase. § 9.7.2 In the event of termination for the Owner's convenience after commencement of construction, the Conshuction Manager shall be entitled to receive payment for services performed and costs incurred by reason of such termination, along with reasonable overhead and profit on services not completed during the Conshuction Phase. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbihation as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Tertns in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Contract for Conshuction, except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Conshuction Manager. § 10.3 The Owner and Conshuction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Conshuction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Conshuction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender, the Conshuction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days _..-- AIA Document C132T"' - 2009 (formerly B801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 17 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) prior to execution. The Construction Manager shall not be required to execute certificates or consents that would reduire knowledge, services or responsibilities beyond the scope of this Agreement, § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Consh•uction Manager. § 10.6 Unless otherwise required in this Agreement, the Consh•uction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Consh•uction Manager's promotional and professional materials. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Conshuction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. § 10.8 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information shictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include sinular reshictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the Consh•uction Manager as follows: § 11.1.1 For Preconshuction Phase Services in Section 3.2: (baser! marotmt of, or basis for, conrpensatiota, including stipulated stnaas, mtdtiples orpeaceaatages.) Fifty Nine Thousand Four Hundred Ten and No/100 Dollars ($59,410.00). Five monthly payments of Eleven Thousand Eight Hundred Eighty Two and No/100 Dollars ($11,882.00), starting February 2013. § 11.1.2 For Consh•uction Phase Services in Section 3.3: (Iiasert mnount of, or basis for; compensation, itacltrding stipulated sums, mtdtiples orpetcentages.) One Hundred Eighteen Thousand Eight Hundred Twenty Two and No/100 Dollars ($118,822.00) billed in equal monthly payments throughout consriuction. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Consh•uction Manager as follows: (basert mnotrtat of, or basis for, competasation. If necessaay, list specifrc set~~ices to rt~lriclr pm•tictdat• methods of competasation apply.) Cost of the work plus 8% § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Construction Manager as follows: (baser! anaotnat of, or basis foa•, coaarpetasation.) Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Consh•uction Manager plus six percent (6 %), or as otherwise stated below: ~ N/A Init. AIA Document C132T~^ - 2009 (formerly 8801 T"~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 18 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is (1851876417) § 11.5 The hourly billing rates for services of the Consh•uction Manager and the Consh•uction Manager's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Construction Manager's and Construction Manager's consultants' normal review practices. (If applicable, attach ara exhibit of hourly billing rates or insert the»t belott~.) Employee or Category Rate ($0.00) Clerical $35.00 Estimator $68.00 Superintendent* $1,900.00 Weekly Accounting $65.00 Project Manager $72.00 Construction Manager $98 *Does not include Superintendent's vehicle fuel. § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the Project and are estimated not to exceed $220,750.00 and are, as follows: .1 Transportation and authorized out-of--town travel and subsistence; .2 Long distance services, dedicated data and conununication services, teleconferences, Project Web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiting higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 Consh•uction Manager's consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Consh•uction Manager's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Consh•uction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7 Payments to the Construction Manager § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om time to time at the principal place of business of the Consh•uction Manager. (htserk rate of»tontlrly or murual interest agreed upon.) Zero percent 0°% § 11.7.3 The Owner shall not withhold amounts fi•om the Construction Manager's compensation to impose a penalty or liquidated damages on the Conshuction Manager, or to offset sums requested by or paid to Conh•actors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. Init. AIA Document C132T~" - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 13:50:50 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1433623125) 19 § 11.7.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.1 Funding § 12.1.1 The Construction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $398,982.00. Compensation is scheduled to be paid from hvo fiscal years, $59,410.00 in FY13 (10/1/12 - 9/30/13) and $339,572.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current budget amount of $59,410.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue payment beyond $59,410.00, Ciry may terminate tl>is agreement and Construction Manager will relieve City of any further obligation. Construction Manager must NOT incur costs for any work that exceeds $59,410.00 prior to October 1, 2013. It is the Consh•uction Managers responsibility to adhere to the schedule and the amounts listed above. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Conshuction Manager. § 13.2 Tlus Agreement is comprised of the following documents listed below: .1 AIA Document C132T"T-2009, Standard Form Ag1eement Between Owner and Consh•uction Manager as Adviser ,2 AIA Document E201'~'"'-2007, Digital Data Protocol Exhibit, if completed, or the following: Not used .3 AIA Document E202T"'-2008, Building Information Modeling Protocol Exhibit, if completed, or the following: Not used .4 Other documents: (List other doctnnents, if m/y, i~7ch~di»g additional scopes of sef~~ice for»~ing part of the Agreenre~~t.) AIA 232 - 2009 General Conditions This Agreement is entered into as of the day and year first written above. OWNER (Sig~zatarr~y~ CONSTRUCTION MANAGER (Signattn•e) i ~Qnlvst, Doug Nichols, Vice President (Printed it to mid title) (Printed ~~a~ne and title) Init. AIA Document C132T~" - 2009 (formerly 8801 T""CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1901475883) 20 0 1 "\~ ``'1 ~ rte ~~__ - \'L ~ G '~~ a General onditi®n~ ®f the ®ntract f®r ®ntructi®n, Construction Manager as Adviser Edition for the following PROJECT: (Nance, and locatioTC or address) Lab Building Expansion Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 THE CONSTRUCTION MANAGER: (Nance, legal stcrttrs and address) Beniton Construction P,O. Box 838 Meridian, ID 83680 THE OWNER: (Name, Jegal statars aced address) City of Meridian 33 E. Broadway Meridian, ID 83642 THE ARCHITECT: (Name, legal status and address) SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132T'~°-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; B132T^"-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132TP"-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232T^" - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND CONSTRUCTION MANAGER 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A232T~~ - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 2 ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) INDEX (Topics and numbers in bold are section headings.) Init. Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to ~~4'ork 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and On>sssions 3.2.1,3.2.2,3.3.2,3.12.8,3.18,8.3.1,9.5.1, 10.1, 10.2.5, 13.4.2, 13.7 Addenda 1.1.1, 3.11, 4.2.14 Additional Costs, Claims for 3.2.4, 3.7.4, 3.7.5, 6.1.1, 7.3, 9.10.3, 9.10.4, 10.3, 10.4, 15.1.4 Additional Inspections and Testing 4.2.8, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3, 83, 10.3 Adnrinistration of the Contract 3.10, 4.2 Advertisement or hivitafion to Bid 1.1.1 Aesthetic Effect 4.2.19 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.7, 9.8.3, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4 Approvals 2.1.1, 2.2.2, 2.4, 3.1.4, 3.10.1, 3.10.2, 3.12.4 through 3.12.10, 3.13.2, 3.15.2, 4.2.9, 9,3.2, 13.4.2, 13.5 Arbitration 8.3.1,11.3.10,13.1, 15.3.2,15.4 ARCHITECT 4 Architect, Certificates for Payment 9.4 Architect, Definition of 4.1.1 Architect, Extent of Authority 5.2, 7.1.2, 7.3.7, 7.4, 9.3.1, 9.4, 9.5, 9.8.3, 9.8.4, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 15.1.3, 15.2.1 AIA Document A232TM - 2009 (formerly A201 TM1~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.8, 4.2.1, 4.2.2, 4.2.8, 4.2,13, 5.2.1, 9.6.4, 15.2 Architect's Additional Services and Expenses 2.4,11.3.1.1,12.2.1,12.2.4,13.5.2 Architect's Adminishation of the Conh•act 4.2, 9.4, 9.5, 15.2 Architect's Approvals 3.12.8 Arcl>stect's Authority to Reject Work 4.2.8, 12.1.2, 12.2.1 Architect's Copyright 1.5 Architect's Decisions 4.2.8, 7.3.9, 7.4, 8.1.3, 83.1, 9.2, 9.4, 9.5, 9.8.3, 9.9.2, 13.5.2, 14.2.2, 14.2.4, 15.2 Architect's Inspections 3.7.4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Insh•uctions 3.2.4, 7.4, 9.4 Architect's Interpretations 4.2.8, 4.2.17, 4.2.18 Architect's On-Site Observations 4.2.2,9.4,9.5.1,9.10.1, 12.1.1, 12.1.2, 13.5 Architect's Project Representative 4.2.16 Architect's Relationship with Conh'actor 1.1.2, 1.5, 3.2,2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.9.2, 3.9.3, 3.10, 3.11, 3.12.8, 3.16, 3.18, 4.2, 5.2, 6.2.2, 8.2, 11.3.7, 12.1, 13.5 Architect's Relationship with Construction Manager 1.1.2, 9.3 through 9.10, 10.3, 13.5.1, 10.3, 11.3.7, 13.4.2, 13.5.4 Architect's Relationship with Subcontractors 1.1.2, 4.2.8, 5.3, 9.6.3, 9.6.4 Architect's Representations 9.4, 9.5, 9.10.1 Architect's Site Visits 4.2.2,9.4,9.5.1,9.8.3,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Other Contacts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 3 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Init. Binding Dispute Resolution 9.7, 11,3.9, 11,3.10, 13.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 BONDS, INSURANCE AND 11 Bonds, Lien 7.3.7.4, 9.10.3 Bonds, Performance and Pa}nnent 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 2.2.2, 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.2,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1,9.10.3, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.3.2, 9.10.2, 11.1.3 Change Orders 1.1.1,2.4,3.4.2,3.7.4,3.8.2,3.11,3.12.8,4.2.12, 4.2.13,4.2.14,5.2.3,7.1.1,7.1.2,7.2,7.3.2,7.3.4, 7.3.6,7.3.9,7.3.10,8.3.1,9.3.1.1,9.10.3, 10.3.2, 11.3.1.2,11.3.4,11.3.9,12.1.2,15.1.3 Change Orders, Definition of 7.2 Changes 7.1 CHANGES IN THE WORK 2.2.1,3.4.2,3.11,3.12.8,4.2.13,4.2.14,7,8.3.1, 9.3.1.1 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 1.1.8, 3.2.4, 3.7.5, 6.1.1, 7.3,9, 8.3.2, 9.3.3, 9.10.3, 9.10.4,10.3.3,15,15.4 Claims for Additional Cost 3.2.4, 3.7.5, 6.1.1, 7.3.9, 9.10.3, 9.10.4, 10.3.2, 10.4, 15.1.4 Claims for Additional Time 3.2.4, 3.7.5, 7, 8.3.2, 10.4, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7 Claims for Damages 3.2.4,3.18,6.1.1,6.2.5,8.3,2,9.3.3,9.5.1.2,9.10.2, 9.10.5,10.3.3,11.1.1,11.3.5,11.3.7,15.1.6 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Definition of 8.1.2 Communications, Owner to Architect 2.2.6 Communications, Owner to Consh•uction Manager 2.2.6 Communications, Owner to Contactor 2.2.6 Conmtunications Facilitating Contract Administration 3.9.1, 4.2.6 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.15,8.1.1,8.1.3,8.2.3,9.4.3.3,9.8,9.9.1,9.10.3, 12.2.1, 12.2.2, 13.7 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contact 1.1.1 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 1.1.4, 6 Constuction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.12.8,4.2.12,4.2.13,7.1.1,7.1.2,7.1.3, 7.3, 9.3.1.1 Constuction Manager, Building Permits 2.2.2 Conshuction Manager, Communications through 4.2.6 Conshuction Manager, Construction Schedule 3.10.1, 3.10.3 CONSTRUCTION MANAGER 4 Constuction Manager, Definition of 4.1.2 Construction Manager, Documents and Samples at the Site 3.11 Constuction Manager, Extent of Authority 3.12.7,3.12.8,4.1.3,4.2.1,4.2.4,4.2.5,4.2.9,7.1.2, 7.2, 7.3.1, 8.3, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.8.2, 9.8.3, 9.8.4,9.9.1,12.1,12.2.1,14.2.2,14.2.4 Construction Manager, Limitations of Authority and Responsibility 4.2.5, 4.2.8, 13.4.2 Conshuction Manager, Submittals 4.2.9 Construction Manager's Additional Services and Expenses 12.2.1 Construction Manager's Adminishation of the Contract 4.2, 9.4, 9.5 AIA Document A232T"' - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. Afl rights reserved. 4 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Consh•uction Manager's Approval 2.4, 3.10.1, 3.10.2 Construction Manager's Authority to Reject Work 4.2.8, 12.2.1 Consh•uction Manager's Decisions 7.3.7, 7.3.9, 9.4.1, 9.5.1 Conshuction Manager's Inspections 4.2.8, 9.8.3, 9.9.2 Construction Manager's On-Site Observations 9.5.1 Conshuction Manager's Relationship with Architect 1.1.2, 4.2,1, 4.2.7, 4.2.8, 4.2.9, 4.2.13, 4.2.15, 4.2.16, 4.2.20, 9.2.1, 9.4.2, 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3, 11.1.3, 12.2.4, 13.5.1,13.5.2,13.5.4,14.2.2,14.2.4 Conshuction Manager's Relationship with Conh•actor 3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3,3.11, 3.12.5, 3.12.6, 3.12.7, 3.12.8, 3.12.9, 3.12.10, 3.13.2, 3.14.2, 3.15.2, 3.16, 3.17, 3.18.1, 4.2.4, 4.2.5, 4.2.6, 4.2.9, 4.2.14, 4.2.17, 4.2.20, 5.2, 6.2.1, 6.2.2, 7.1.2, 7.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1,9.4.1,9.4.2, 9.7,9.8.2,9.8.3,9.8.4,9.9.1,9.10.1,9.10.2,9.10.3, 10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3,13.5.4 Conshuction Manager's Relationship with Owner 2.2.2, 4.2.1, 10.3.2 Constuction Manager's Relationship with Other Contractors and Owner's Own Forces 4.2.4 Conshuction Manager's Relationship with Subcontractors 4.2.8, 5.3, 9.6.3, 9.6.4 Conshuction Manager's Site Visits 9.5.1 Construction Schedules, Conh•actor's 3.10, 3.12.1, 3.12.2, 6.1.2, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Conhact Administration 3.1.3, 4.2, 9.4, 9.5 Conhact Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Conhact Performance During Arbihation 15.1.3 Contract Sum 3.7.4,3.7.5,3.8,3,10.2,5.2.3,7.2,7.3,7.4,9.1,9.2, 9.5.1.4, 9.6.7, 9.7, 103.2, 11.3.1,1, 12.3, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Conhact Time 3.7.4, 3.7.5, 4, 3.10.2, 5.2.3, 7.2.3, 7.3.1, 7.3.5, 7.3.10,7.4, 8.1.1,8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2,12.1.1,14.3.2,15.1.5.1,15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1.1 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Conh•actor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.3.7,14.1,14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Other Contractors and Owner's Own Forces 3.12.5, 3.14.2, 4.2.6, 6, 11.3, 12.1.2, 12.2.4 Contractor's Relationship with Subconhactors 1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8, 14.2.1.2 Conh•actor's Relafionsl>ip with the Architect 1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.4.2, 3.5, 3.7.4, 3.10.1, 3.11,3.12,3.16,3.18,5.2,6.2.2,7,8.3.1,9.2,9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor's Relationship with the Construction Manager 1.1.2,3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3, 3.11, 3.12.5, 3.12.7, 3.12.9, 3.12.10, 3.13.2, 3.14.2, 3.15.1,3.16,3.17,3.18.1,4.2.4,4,2.5,5.2,6.2.1, 6.2.2,7.1.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1, 9.4.1,9.4.2,9.8.2,9.9.1,9.10.1,9.10.2,9.10.3, 10.1, 10.2.6,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3, 13.5.4 Conhactor's Representations 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1,10.2.8 Conhactor's Review of Conhact Documents 3.2 Contractor's Right to Stop the Work 9.7 Conh•actor's Right to Ternunate the Conhact 14.1 Conhactor's Submittals 3.10.2,3.11,3.12,4.2.9,9.2,9.3,9.8.2,9.9.1,9.10.2, 9.10.3, 11.1.3, 11.4.2 Conhactor's Superintendent 3.9, 10.2.6 Init. AIA Document A232TM - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Conh•actor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 4.2.5, 4.2.7, 6.1, 6.2.4, 7.1.3, 7.3,5, 7.3.7,8.2,10,12,14,15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3.1.5 Coordination and Correlation 1.2,3.2,3.3.1,3.10,3.12.6,6.1.2,6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Worlc 2.3,2.4,9.4.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2,12.2 Correlatimt and Intent of the Contract Documents 1.2 Costs 2.4, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 7.3.9, 11.3.1.2, 11.3.1.3, 11.3.4,11.3.9,12.1,12.2.1,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Conshuction of Owner or Other Contractors 3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10,2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2,10.2.5,10.4,11.3.1,12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.2, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.2.4, 15.1.6 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7,10.3.2,15.1.5 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4,4.2.7,4.2.8,4.2.10,4.2.11,4.2.13,4.2.15, 4.2.16, 4.2.17, 4.2.18, 4.2.19, 4.2.20, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5, 9.8.3, 9.8.4, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions of the Construction Manager 7.3.7, 7.3.8, 7.3.9, 15.1, 15.2 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1,1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.8, 6.2.5, 9.5.1, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 12.2,2 Definitions l.l, 2.1.1, 3.1.1, 3.12.1, 3.12.2, 3.12,3, 4.1.1, 4.1,2, 7.2,7.3.1,8.1,9.1,9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2, 7.3.1, 7.4, 8.3, 9.5,1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1, 5, 15.2.5 Disputes 7.3.8, 7.3.9, 9.3, 15.1, 15.2 DISPUTES, CLAIMS AND 3.2.4,6.1,1,6.3,7.3.9,9.3.3,15,15.4 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1,5 Drawings and Specifications, Ownership and Use 1.1.1,1.5,2.2.5,3.11,5.3 Duty to Review Conh•act Documents and Field Conditions 3.2 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Conhactor's 3.3.2,3.4.3,3.8.1,3.9,3.18.1,3.18.2,4.2.3,4.2.6, 10.2,10.3.3,11.1.1,11.3.7,14.1,14.2.1.1 Equipment, Labor, Materials and or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.13.1,3.15.1,4.2.8,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1,3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.5,8.2, 9.5.1,9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.5, 15.2.5 Failure of Payment 9,5.1.3, 9.7, 13.6, 14.1.1.3, 14.1.3, 14.2.1.2, 15.1.4 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.15, 9.8.2, 9.10, 11.1.2, 11.13, 11.3.1, 11.3.5, 12.3, 15.2.1 Financial Arrangements, Owner's 2.2.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty and Warranties) Hazardous Materials 10.2.4, 10.3 Identification of Contract Documents 1.2.1 Identification of Subcontractors and Suppliers 5.2.1 Indenutification 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 AIA Document A232T~^ - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 6 This document was produced byAlA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Ittforutation and Services Required of the Owner 2.1.2, 2.2, 4.2.6, 6.1.2, 6.2.5, 9.6.1, 9.6.4, 9.8, 9.9.1, 9.10.3,10.3.2,10.3.3,11.2,11.3.4,13.5.1,13.5.2, 14.1.1.4, 14.1.3, 15.1.2 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Lijury or Damage to Person or Property, 3.18.1,10.2.1,10.2.2,10.2.8,10.3,10.3.3,10.4, 11.1.1 Inspections 3.1.3,3.7.1,4.2.2,9.8.2,9.9.2,9.10.1, 13.5 Insh•uctions to Bidders 1.1.1 Instructions to the Contractor 3.1.4,3.3.3,3.7.1,4.2.4,5.2.1,7,8.2.2,12.1,13.5.2 Instruments of Ser~~ice, Definition of 1.1.7, 1.5, 1.6 Insurance 6.1.1, 7.3.7, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Boiler and Machinery 11.3.2 Iusurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Iusurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 11.3.1 INSURANCE AND BONDS 11 hlsurance Companies, Consent to Partial Occupancy 9.9.1, 11.3.1.5 Insurance Companies, Settlement with 11.3.10 Intent of the Conhact Documents 1.2, 4.2.18, 4.2.19, 7.4 Interest 9.7, 13.6 Interpretation 1.4, 4.2.8, 4.2.17, 4.2.18 Interpretations, Written 4.2.17, 4.2.18, 4.2.20 Joinder and Consolidation of Claims Required 15.4.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10, 3.13.1, 3.15.1, 5.2.1, 6,2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.6, 9.10.2, 10.2.1.2, 11.3.1, 14.2.1, 14.2.2 Labor Disputes 8.3.1 Laws and Regulations 3.2.3, 3.2.4, 3.7, 3.13.1, 10.2.2, 10.2.3, 13.5.1, 14.2.1 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitation on Consolidation or Joinder 15.4.4 Limitations, Statutes of 15.4.1 Limitations of Authority 3.12.4, 4.1.3, 4.2.16 Limitations of Liability 9.6.7, 11.1.1, 12.2 Limitations of Time 3.10.1, 4.2.17, 4.2.20, 8.2.1, 9.3.3, 9.6.1, 9.8.4, 9.10.2, 10.2, 11.1.3, 12.1.1, 12.2.2.2, 12.2.5, 13.7, 14.1.1, 15.2.6.1 Loss of Use Insurance 11.3.3 Material Suppliers 1.5.1, 1.5.2, 3.12, 4.2.6, 4.2.8, 9.3.1, 9.3.1.2, 9.3.3, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.5, 11.3,1 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1,1.6, 1.5.1, 1.5.2, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3,3.12.6,3.12.10,3.13.1,5.2.1,6.2.1,9.3.1, 9.3.2, 9.3.3, 9.5.1, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.2, 9.10.5,10.2.1,10.2.4,10.3 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.5,4.2.11 Mechanic's Lien 2.1.2, 15.2.8 Mediation 8.3.1, "10.3.5, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1.1.1,3.12.8,4.2.13,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Conh•act 1.1.1, 1.1.2, 3.11, 4.1.3, 4.2.14, 5.2.3, 7, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.4.3, 9.8.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.2.3, 3.7.3, 9.4.3.3, 9.8.2, 9.8.3, 9.9.1, 11.1.1,12.2.2.1,12.2.3,12.2.4,12.2.5 Init. AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Notice 1.5, 2.1.2, 2.2.1, 2.4, 3.2.4, 3.3,1, 3.7.1, 3.7.2, 3.7.5, 3.9.2,3.12.9,5.2.1,6.3,9.4.1,9.7,9.10.1,9.10.2, 10.2.2,10.2.6,10.2.8,10.3.2,11.3.6,12.2.2.1,13.3, 13.5.1, 13.5.2, 14.1.2, 14.2.2, 14.4.2, 15.1.2, 15.1.4, 15.1.5.1, 15.2, 15.4.1 Notice of Claims 3.7.2, 10.2.8, 15.1.2, 15.4.1 Notice of Testing and Inspections 13.5.1, 13,5.2 Notices, Permits, Fees and 3.7, 7.3.7, 10.2.2 Observations, On-Site 3.2.1, 9.5.1, 12.1.1 Occupancy 2.2.2, 9.6.6, 9.9, 11.3.1.5 On-Site Inspections 4.2.2,9.10.1,9.4.4,9.5.1 Orders, Written 4.2.7, 4.2.18, 4.2.20 Other Contracts and Conh•actors 1.1.4, 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Ser~~ices Required of the 2.1.2, 2.2, 4.2, 6.1.2, 6.1.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.2, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1, 14.1.3, 15.1.3 Owner's Authority 1.5,2.1.1,2.3,2.4,3.4.2,3.12.10,3.14.2,4.1.2,4.1.3, 4.2.8, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2, 7.3.1, 8.2.2, 9.3,1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.3.3,11.3.10,12.2.2.1,12.3,13.5.2,14.2,14.3.1, 14.4, 15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2.1, 5.3, 5.4.1, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Worlc 2.4, 12.2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts 6.1 Owner's Right to Stop the VVorlc 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Conh•act 14.2 Ownership and Use of Drawings, Specifications and Other Instrmnents of Service 1.1.1, 1.1.5, 1.5, 1.6, 3.11, 3.12.10, 3.17, 4.2.14, 4.2.18, 4.2.20 Partial Occupancy or Use 99, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents and Copyrights, Royalties 3.17 Payment, Applications for 4.2.1, 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.7, 9.10.1,9.10.3,9.10.5, 11.1.3 Payment, Certificates for 4.2.15,7.3.9,9.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 9.10.3, 14.1.1.3, 15.1.3 Payment, Failm•e of 9.4.1, 9.5, 9.7, 14.1.1.3 Payment, Final 4.2.1,9.8.2,9.10,11.1.2,11.3.1,11.3.5,12.3,15.2.1 Payment Bond, Performance Bond and 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Payments, Progress 9.3.1, 9.4.2, 9.6 PAYMENTS AND COMPLETION 9, 14 Payments to Subcontractors 5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 9.10.5, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 5.4.1,7.3.7,9.6.7,9.10.2,9.10.3, 11, 11.4 Pernrits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12,4.2.9,4.2.10,4.2.14 Progress and Completion 8.2, 9.3.1, 9.4.2, 9.6, 9.8, 9.10, 14.2.4, 15.1.6 Progress Payments 9.3.1, 9.4.2, 9.6 Project, Definition of 1.1.4 Project Representatives 4.2.16 Property Insurance 10.2.5, 11.3 Project Schedule 3.10.1,3.10.3,3.10.4,4.2.2,4.2.3,4.2.4 AIA Document A232TM - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Latvs 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13.1,13.4,13.5.1,13,5.2,13.6, 14.1.1,14.2.1,15.2.8,15.4 Rejection of Work 3.5, 4.2.8, 12.2.1 Releases of and Waivers and of Liens 9.10.2 Representations 1.3,2.2.1,3.5,3.12,6.2.2,8.2.1,9.3.3,9.4.3,9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 5.1.2, 13.2.1 Requests for Information 4.2.20 Resolution of Claims and Disputes 15 Responsibility for Those Performing the Work 3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6.1.2, 6.2, 6.3, 9.5.1, 9.8.2, 10 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.2.2, 3.2, 3.7.3, 3.12.7 Review of Contractor's Submittals by Owner, Construction Manager and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,5.2,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12.5 Rights and Remedies 1.1.2, 2.3, 2.4, 3.7.4, 3.15.2, 4.2.8, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4 Safety of Persons and Property 10.2, 10.3, 10.4 Safety Precautions and Programs 3.3.1, 3.12, 4.2.5, 5.3, 10.1, 10.2, 10.3, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12,4.2.9,4.2.10 Samples at the Site, Docmnents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Constuction 3.10,3.12.1,3.12.2,6.1.2,15.1.5.2 Separate Contracts and Contractors 1.1,4, 3.12.5, 3.14.2, 4.2.6, 4.2.11, 6, 8.3.1, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3,11, 3.12,4.2.9,4.2.10,4.2.14 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2.2, 4.2.3, 4.2.15, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.15, 9.8.3, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.8, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1,1.1, 1.1.6, 1,2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Staffing Plan 4.2.3 Statute of Lin>itations 12.2.5, 13.7, 15.4.1.1 Stopping the Work 2.3,9.7,10.3,14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subconh•actor, Definition of 5.1.1 SUBCONTRACTORS 5 Subconh•actors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.5, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6.2, 9.6.3, 9.10, 10.2.1, 14.1, 14.2 Submittals 3.2.3,3.10,3.11,3.12,4.2.9,4.2.10,4.2.11,5.2.1, 5.2.3,7.3.7,9.2,9.3,9.8,9.9.1,9.10.2,9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.9, 4.2.10 Subrogation, Waivers of 6.1.1, 11.3.7 Substantial Completion 8.1.1,8.1.3,8.2.3,9.4.3.3,9.8,9.9.1,9.10.3, 12.2.1, 12.2.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontt•actor•s 5.2.3, 5.2.4 Substitution of Architect 4.1.4 Substitution of Construction Manager 4.1.4 Substitutions of Materials 3,4.2, 3,5, 7.3.8 AIA Document A232T^^ - 2009 (formerry A201 T~~~CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 9 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 0111412014, and is not for resale. User Notes: (1464085299) Init. Sub-subconh•actor, Definition of 5.1.2 Subsurface Conditions 3.7,4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Super~>ision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.3,4.2.5,4.2.8, 4.2.9, 4.2.10, 4.2.11, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1,9.4.3.3,10,12,14,15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 1.1.7, 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Worlc 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Ternrination by the Contractor 14.1, 15.1.6 Ternunatiou by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Conhactor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.4, 3.3.3, 4.2.2, 4.2.6, 4.2.8, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1,10.3.2,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2, 7.3.1, 7.4, 8.3, 9.5.1, 10.3.2, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.1, 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9.4.1, 9.4.2, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4, 12.2,13.5,13.7,14,15 Time Linuts on Claims 3.7.4,10.2.8,13.7,15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5,3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Construction Manager 13.4.2 Waiver of Claims by the Conh•actor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 Warranty 3.5,4.2.15,9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.3, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 10.3.2, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.17, 4.2.18 Written Notice 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1,5.3,5.4.1.1, 8.2.2, 9.4, 9.5.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14, 15.4.1 Written Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A232T1A - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 This document was produced by AIA software at 09:10:48 on 02/0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) ARTICLE 1 GENERAL PR®VISI®NS § 1.1 Sasic Definitions § 1.1.1 The Contract Documents. The Conh•act Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Conh•act (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Conhact, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Conh•act Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Conhactor's bid or proposal, or portions of addenda relating to bidding requirements). § 1.1.2 The Contract. The Contract Documents form the Conhact for Conshuction. The Conh•act represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral The Contract may be amended or modified only by a Modification. The Conh•act Documents shall not be construed to create a contractual relationship of any kind (1) between the Conh•actor and the Architect or the Architect's consultants, (2) between the Owner and the Conshuction Manager or the Conshuction Manager's consultants, (3) between the Owner and the Architect or the Architect's consultants, (4) between the Contractor and the Conshuction Manager or the Construction Manager's consultants, (5) between the Owner and a Subconh•actor or Sub-subconhactor (6) between the Construction Manager and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Conshuction Manager and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate perfor7rrance of their duties. § 1.1.3 The Work. The term "Work" means the construction and services required by the Conhact Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Conhactor to fulfill the Conhactor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total Conshuction of which the Work performed under the Contract Documents may be the whole or a part and which may include Conshuction by other Multiple Prime Conhactors and by the Owner's own forces, including persons or entities under separate conh•acts not administered by the Construction Manager. § 1.1,5 The Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 The Specifications. The Specifications are that portion of the Conhact Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Inshuments of Service may include, without limitation, shidies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 Correlation and Intent of the Contract Documents § 1.2,1 The intent of the Conh•act Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Conhact Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Conhact Documents and reasonably inferable fi•om them as being necessary to produce the indicated results. AIA Document A232T"" - 2009 (formerly A201 Th'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 11 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Conh•actor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-]crown technical or consh•uction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Conh•act Documents fi•equently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent fi•om one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common la«~, statutory and other reserved rights, including copyrights. The Conhactor, Subconhactors, sub-subcontractors, and material or equipment suppliers shall not o«m or claim a copyright in the Inshuments of Service. Submittal or dish'ibution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect, or Architect's consultants' reserved rights. § 1.5.2 The Conh•actor, Subconri•actors, Sub-subconh•actors, and material or equipment suppliers are authorized to use and reproduce the Inshuments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if airy, shown on the ]nstruments of Service. The Conh•actor, Subcontractors, Sub-subconh•actors, and material or equipment suppliers may not use the Inshuments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 1.6 Transmission of Data in Digital Form If the parties intend to trausn>it Inshuments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise ah•eady provided in the Agreement or the Conh•act Documents. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Article 4, the Consh•uction Manager and the Architect do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall famish to the Conhactor within fifteen days after receipt of a written request, infol-lnation necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 Information and Services Required of the Owner § 2.2.1 Prior to commencement of the Work, the Contractor may request in w1•itiug that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor fray only request such evidence if (1) the Owner fails to make payments to the Conhactor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Conh•actor identifies in writing a reasonable conceni regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or AIA Document A232TM - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 12 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) the portion of the Work affected by a material change. After the Owner firnushes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Conhactor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Unless otherwise provided under the Conhact Documents, the Owner, through the Conshuction Manager, shall secure and pay for the building permit. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site, The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's conhol and relevant to the Conh•actor's performance of the Work with reasonable promphiess after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Conhact Documents, the Owner shall furnish to the Conhactor one copy of the Conhact Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.2.6 The Owner shall endeavor to forward all communications to the Contractor through the Conshuction Manager and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Conh•act Documents. § 2.3 Owner's Right to Stop the Work If the Conh•actor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Conhractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 Owner's Right to Carry Out the Work If the Conhactor defaults or neglects to cant' out the Work in accordance with the Conhact Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, hr such case an appropriate Change Order shall be issued deducting fiom payments then or thereafter due the Conhactor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Conshuction Manager's and Architect's and their respective consultants' additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect, after consultation with the Conshuction Manager. If payments then or thereafter due the Conhactor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Conhactor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Conhactor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Conhactor with respect to all matters under this Conhact. The teen "Conhactor" means the Conhactor or the Contractor's authorized representative. § 3.1.2 The plural terns °Multiple Prime Contractors" refers to persons or entities who perform consh•uction under contracts with the Owner that are administered by the Construction Manager. The terns does not include the Owner's own forces, including persons or entities under separate conhacts not administered by the Conshuction Manager. AIA Document A232TM - 2009 (formerly A201 T~^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 13 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents § 3.1.4 The Contactor shall not be relieved of obligations to perform the Work iii accordance with the Conh•act Documents either by activities or duties of the Constuction Manager or Arcl>itect in their administation of the Contact, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2,1 Execution of the Contact by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contact Documents. § 3.2.2 Because the Contract Documents are complementary, the Contactor shall, before starting each portion of the Work, carefully study and compare the various Contact Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and constuction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contact Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager in such form as the Constuction Manager and Architect may require. It is recognized that the Contactor's review is made in the Contractor's capacity as a contactor and not as a licensed design professional, unless otherwise specifically provided in the Contact Documents. § 3.2.3 The Contactor is not required to ascertain that the Contact Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contactor shall promptly report to the Construction Manager and Architect any nonconformity discovered by or made known to the Contractor as a request for information submitted to Constuction Manager in such form as the Construction Manager and Architect may require. § 3,2,4 If the Contractor believes that additional cost or time is involved because of clar7fications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contactor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting fi•om errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contact Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contactor shall be solely responsible for, and have contol over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contact, uriess the Contact Documents give other specific instruction concerning these matters. If the Contact Documents give specific instuctions concerting constuction means, methods, techniques, sequences or procedures, the Contactor shall evaluate the jobsite safety thereof and, except as stated below, shall be fiilly and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contactor shall give timely written notice to the Owner, the Construction Manager, and the Architect and shall not proceed with that portion of the Work without further written instuctions fi•om the Architect, through the Constuction Manager. If the Contactor is then inst•ucted to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedures. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 14 This document was produced by AIA software at 09:10:48 on 02(01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.3,2 The Conhactor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subconh•actors and their agents and employees, and other persons performing portions of the Work for, or on behalf of, the Conhactor or any of its Subconhactors. § 3.3.3 The Conhactor shall be responsible for inspection of portions of the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Conhactor shall provide and pay for labor, materials, equipment, tools, consh•uction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Conhactor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation with the Consh•uction Manager, and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Conhactor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty The Conhactor warrants to the Owner, Conshuction Manager, and Architect that materials and equipment furnished under the Conhact will be of good quality and new unless the Conhact Documents require or permit otherwise. The Contractor further wan•ants that the Work will conform with the requirements of the Conhact Documents and will be fi•ee from defects, except for those inherent in the quality of the Work the Conhact Documents require or permit. Work, materials, or equipment not conforming to these requirements maybe considered defective. The Conhractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Conhactor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Construction Manager or Architect, the Conhactor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 Taxes The Conhactor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, through the Construction Manager, shall secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Conhact and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Conhactor performs Work ]snowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Conhactor shall assume appropriate responsibility for such Work and shall bear the costs athibutable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially fi•om those indicated in the Conhact Documents or (2) unknown physical conditions of an unusual nature that differ materially fi•om those ordinarily found to exist and generally recognized as inherent in conshuction activities of the character provided for in the Conhact Documents, the Conhactor shall promptly provide notice to the Owner, Construction Manager, and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect and AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 15 Conshuction Manager will promptly investigate such conditions and, if the Architect, in consultation with the Construction Manager, determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Conh•act Sum or Conh•act Time, or both. If the Architect, in consultation with the Consh•uction Manager, determines that the conditions at the site are not materially different from those indicated in the Conh•act Documents and that no change in the terms of the Conh•act is justified, the Architect shall promptly notify the Owner, Construction Manager, and Conh•actor in writing, stating the reasons. If the Owner or Conhractor disputes the Architect's determination or recommendation, either parry may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Conh•actor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Conh•actor shall immediately suspend any operations that would affect them and shall notify the Owner, Construction Manager, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise inshucted by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjushnents in the Conh•act Sum and Conhact Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Conh•act Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Conh•actor shall not be required to employ persons or entities to whom the Conhactor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: ,1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable bade discounts; .2 Conh•actor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Conh•actor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and conunutvcations given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Conh•actor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner and Atchitect through the Consh•uction Manager, the name and qualifications of a proposed superintendent. The Conshruction Manager may reply within 14 days to the Conh•actor in writing stating (1) whether the Owner, the Construction Manager, or the Architect has reasonable objection to the proposed superintendent or (2) that any of them require additional time to review. Failure of the Consh•uction Manager to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Conh•actor shall not employ a proposed superintendent to whom the Owner, Conshuction Manager or Architect has made reasonable and timely objection. The Conh•actor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction Schedules § 3.10.1 The Conh~actor, promptly after being awarded the Conh•act, shall prepare and submit for the Owner's and Architect's information and the Consh•uction Manager's approval a Conhactor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at AIA Document A232TM - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01114/2014, and is not for resale. User Notes: (1464085299) 16 appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project schedule to the extent required by the Conhact Documents, and shall provide for expeditious and practicable execution of the Work. The Conhactor shall cooperate with the Conshuction Manager in scheduling and performing the Conh•actor's Work to avoid conflict with, and as to cause no delay in, the work or activities of other Multiple Prime Conhactors or the consh•uction or operations of the Owner's own forces. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Conhact and thereafter update it as necessary to maintain a cun•ent submittal schedule, and shall submit the schedule(s) for the Conshuction Manager's and Architect's approval. The Architect and Conshuction Manager's approval shall not unreasonably be delayed or witl>lreld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Conshuction Manager and Architect reasonable time to revie«~ submittals. If the Conhactor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Surn or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Conhactors, the Conshuction Manager and Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Conshuction Manager. The Conhactor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Conshuction Manager to conform to the Project schedule. § 3.10.4 The Conhactor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager and Architect and incorporated into the approved Project schedule. § 3.11 Documents and Samples at the Site The Conhactor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during conshuction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the Architect and delivered to the Construction Manager for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Conhactor or a Subconh•actor, Sub-subconhactor, manufacturer, supplier or dishibutor to illushate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, inshuctions, brochures, diagrams and other information furnished by the Contractor to illushate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illushate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, Their propose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect and Conshuction Manager is subject to the limitations of Sections 4.2.9 through 4.2.11. Informational submittals upon which the Construction Manager and Architect are not expected to take responsive action may be so identified iii the Conhact Documents. Submittals that are not required by the Conhact Documents maybe returned by the Construction Manager or Architect without action. § 3.12.5 The Conhactor shall review for compliance with the Conhact Documents, approve and submit to the Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the Project submittal schedule approved by the Conshuction Manager and Architect, or in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Multiple Prime Conhactors or the Owner's own forces. The Contractor shall cooperate with the Conshuction Manager in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Multiple Prime Contractors. Init. AIA Document A232T^+ - 2009 (formerly A201 T"+CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 17 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar subnuttals, the Contractor represents to the Owner, Consh•uction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) detei~nined and verified materials, field measurements and field consh•uction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents, § 3.12.7 The Contractor shall perform no portion of the Work for which the Conhact Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 3.12,8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations fi•om requirements of the Contract Documents by the ?.rchitect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Construction Manager and Architect in writnng of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a nunor change in the Work, or (2) a Change Order or Constuction Change Directive has been issued authorizing the deviation. The Contactor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12,9 The Contractor shall direct specific attention, in writing or on resubnnitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Construction Manager and Architect on previous submittals. hn the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3,12.10 The Contactor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to cant' out the Conh•actor's responsibilities for conshuction means, methods, techniques, sequences and procedures. The Contt•actor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other subnuttals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services nnust satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contactor shall not be responsible for the adequacy of the performance and design criteria specified in the Contact Documents. § 3.13 Use of Site § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Conh•act Documents and shall not um•easonably encumber the site with materials or equipment. § 3.13,2 The Contractor shall coordinate the Contractor's operations with, and secure the approval of, the Construction Manager before using any portion of the site. § 3.14 Cutting and Patching § 3.14,1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contact Documents. AIA Document A232T"' - 2009 (formerly A201 T'nCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 18 This document was produced byAlA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed conshucrion of the Owner's own forces or of other Multiple Prime Conhactors by cutting, patching, or otherwise altering such construction, or by excavation. The Conh•actor shall not cut or other~~~ise alter such construction by the Owner's own forces or by other Multiple Prime Contractors except with written consent of the Consh•uction Manager, Owner and such other Multiple Prime Conhactors; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold fiom the other Multiple Prime Conriactors or the Owner the Contractor's consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area fi•ee fiom accumulation of waste materials or rubbish caused by operations under the Conhact. At completion of the Work the Contractor shall remove waste materials, rubbish, the Contt•actor's tools, consh•uction equipment, machinery and surplus materials fiom and about the Project. § 3.15.2 If the Conh•actor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement fiom the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner, Consh•uction Manager and Architect access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights. The Conhactor shall pay all royalties and license fees, The Conh•actor shall defend suits or claims for infi•ingement of copyrights and patent rights and shall hold the Owner, Conshuction Manager and Atchitect ham~less fiom loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner, Architect, or Construction Manager. However, if the Contractor has reason to believe that the required design, process or product is an infi•ingement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect through the Construction Manager. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted bylaw, the Contt•actor shall indemnify and hold harmless the Owner, Construction Manager, Architect, Conshuction Manager's and Architect's consultants, and agents and employees of arty of them fiom and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fiom performance of the Work, provided that such claim, damage, loss or expense is attt•ibutable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) but only to the extent caused by the negligent acts or omissions of the Conh•actor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be consh•ued to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indentified under this Section 3.18 by an employee of the Conh•actor, a Subconh•actor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, the indemnification obligation under Section 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subconh'actor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER § 4.1 General § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 19 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 4.1.2 The Owner shall retain a construction manager lawfully licensed to practice constuction management or an entity lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Consh•uctiorl Manager in the Agreement and is referred to throughout the Contact Documents as if singular in number. § 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in the Contact Documents shall not be restricted, modified or extended without written consent of the Owner, Constuction Manager, Ai•clitect and Contactor. Consent shall not be um•easonably ~nthheld. § 4.1.4 If the employment of the Constuction Manager or Architect is telininated, the Owner shall employ a successor construction manager or architect as to whom the Contactor has no reasonable objection and whose status under the Contact Documents shall be that of the Construction Manager or Architect, respectively. § 4.2 Administration of the Contract § 4.2.1 The Construction Manager and Architect will provide administration of the Contact as described in the Contract Documents and will be the Owner's representatives during construction until the date the Architect issues the final Certificate for Payment. The Constuction Manager and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contact Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed wide the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a mamrer indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work. completed, and report to the Owner and Constuction Manager (1) known deviations from the Contract Documents and from the most recent Project schedule prepared by the Construction Manager, and (2) defects and deficiencies observed in the Worlc. § 4.2.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner reasonably informed of the progress of the Work, and will report to the Owner and Architect (1) known deviations from the Contact Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the Work. § 4.2.4 The Constuction Manager will schedule and coordinate the activities of the Conh•actor and other Multiple Prime Contactors in accordance with the latest approved Project schedule. § 4.2.5 The Constuction Manager, except to the extent required by Section 4.2.4, and Architect will not have control over, or charge of, construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contactor's rights and responsibilities under the Contact Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager nor the Architect will have control over or charge of or be responsible for acts or omissions of the Conh•actor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.6 Communications Facilitating Contract Administration. Except as otherwise provided in the Contact Documents or when direct communications have been specially authorized, the Owner and Contactor shall endeavor to connnunicate with each other through the Constuction Manager, and shall conternporaneouslypcovide the same communications to the Architect about matters arising out of or relating to the Contact Documents. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subconh•actors and material suppliers shall be through the Contactor. Communications by and with other Multiple Prime Contractors shall be through the Construction Manager and shall be contemporaneously provided to the Architect if those communications are about matters arising out of or related to the Conh'act Documents. Communications by and with the Owner's own forces shall be through the Owner. AIA Document A232T"' - 2009 (formerly A201 T""CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 20 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 4.2.7 The Conshuction Managet• and Architect will re~riew and certify all Applications for Payment by the Conh•actor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Construction Manager have authority to reject Work that does not conform to the Contract Documents and will notify each other about the rejection. The Conshuction Manager shall determine in general whether the Work of the Conh•actor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Conhactor and Architect of defects and deficiencies in the Work. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, upon written authorization of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect's nor the Construction Manager's authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Conshuction Manager to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. § 4.2.9 The Conshuction Manager will receive and promptly review for conformance with the submittal requirements of the Conh•act Documents, all submittals fi•om the Contractor such as Shop Drawings, Product Data and Samples. Where there are Multiple Prime Conhactors, the Conshuction Manager will also check and coordinate the information contained within each submittal received fi•om Conhactor and other Multiple Prime Contractors, and hansmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Construction Manager represents to the Owner and Arclutect that the Construction Manager has reviewed and reconnnended them for approval. The Conshuction Manager's actions will betaken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.10 The Architect will review and approve or take other appropriate action upon the Conhactor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Archtect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Arclitect's professional judgment to petnlit adequate review. Upon the Architect's completed review, the Architect shall transmit its submittal review to the Construction Manager. § 4.2.11 Review of the Conh•actor's submittals by the Conshuction Manager and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating inshuctions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Conhact Documents. The Construction Manager and Architect's review of the Contractor's submittals shall not relieve the Conhactor of the obligations under Sections 3.3, 3.5 and 3.12. The Construction Manager and Architect's review shall not constitute approval of safety precautions or, miles otherwise specifically stated by the Construction Manager and Architect, of any construction means, methods, techniques, sequences or procedw•es. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.12 The Conshuction Manager will prepare Change Orders and Conshuction Change Directives. § 4.2.13 The Construction Manager and the Architect will take appropriate action on Change Orders or Conshuction Change Directives in accordance with Article 7. and the Architect will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, in consultation with the Construction Manager, will investigate and make determinations and reconunendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.14 Utilizing the documents provided by the Conh'actor, the Conshuction Manager will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples and similar AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 21 This document was produced by AIA software at 09:10:48 on 02/0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is not far resale. User Notes: (1464085299) required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Architect and the Contactor, and will be delivered to the O~utier upon completion of the Project. § 4.2.15 The Construction Manager will assist the Architect in conducting inspections to determine the dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9,8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contactor pursuant to Section 9.10. The Construction Manager will forward to the Architect a final Applicatiol and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contactor's compliance with the requirements of the Contract Documents. § 4.2.16 If the Omer and Architect agree, the Architect will provide one or more project representatives to assist in catiying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contact Documents. § 4.2.17 The P.1•chitect will interpret and decide matters concerning performance under, and requirements of the Contract Documents on written request of the Construction Manager, Owner or Contractor through the Constuction Manager. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.18 Interpretations and decisions of the P.t•chitect will be consistent with the intent of and reasonably inferable froth the Conh•act Documents and will be in writing or in the form of dt•awings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contactor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.20 The Constuction Manager will receive and review requests for information fi•om the Contactor, and forward each request for information to the Architect, with the Constuction Manager's recommendation. The Architect will review and respond in writing to the Construction Manager to requests for information about the Contact Documents. The Constuction Manager's recommendation and the Architect's response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the A1chitect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontactor is a person or entity who has a direct contract with the Contactor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contact Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontactor" does not include other Multiple Prime Contactors or subcontractors of other Multiple Prime Contactors. § 5.1.2 ASub-subcontractor is a person or entity who has a direct or indirect contact with a Subcontactor to perform a portion of the Work at the site. The term "Sub-subcontactor" is referred to throughout the Contract Documents as if singular in number and means aSub-subcontactor or an authorized representative of the Sub- subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contactor, as soon as practicable after award of the Contact, shall furnish in writing to the Constuction Manager for review by the Owner, Constuction Manager and Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Coast uction Manager may reply within 14 days to the Contactor in writing stating (1) whether the Owner, the Constuction Manager or the Architect has reasonable objection to any such proposed person or entity or, (2) that the AIA Document A232TM - 2009 (formerly A201 Th1CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 22 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Consh•uction Manager, Architect or Owner requires additional time for review. Failure of the Construction Manager, Owner, or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2,2 The Contractor shall not conh•act with a proposed person or entity to whom the Owner, Consh•uction Manager or Architect has made reasonable and timely objection. The Conh•actor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner, Consh•uction Manager or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Conshuction Manager or Architect has no reasonable objection. If the proposed but rejected Subconh•actor was reasonably capable of performing the Work, the Contract Sum. and Conh•act Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Conh•act Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitthlg names as required. § 5.2,4 The Conhactor shall not substitute a Subconh•actor, person or entity previously selected if the Owner, Consh•uction Manager or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate agreement, written where legally required for validity, the Conhactor shall require each Subcontractor, to the extent of the Work to be performed by the Subconh•actor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for safety of the Subcontractor's Work, which the Conhactor, by these Documents, assumes toward the Owner, Construction Manager and Architect. Each subconh•act agreement shall preserve and protect the rights of the Owner, Consh•uction Manager and Architect under the Conh•act Documents with respect to the Work to be performed by the Subconh•actor so that subconhacting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise iii the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Conh•actor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub- subconh•actors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subconh•act agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subconh~actor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subconh•actors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subconh•act agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 1 assigmnent is effective only after ternunation of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subconh•actor and Conhactor in writing; and 2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subconh•act agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontaractor's compensation shall be equitably adjusted for increases in cost resulting fiom the suspension. § 5.4.3 Upon such assigmnent to the Owner under this Section 5.4, the Owner tray further assign the subcontract to a successor Contractor or other entity. If the Owner assigns the subconhact to a successor Conh•actor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor's obligations under the subcontract. AIA Document A232T"~ - 2009 (formerly A201 T^'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 23 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) ARTICLE 6 CONSTRUCTION EY OWNER OR EY OTHER CONTRACTORS § 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform consh•uction or operations related to the Project with the Owner's own forces, which include persons or entities wider separate conh•acts not administered by the Consh•uction Manager, and to award other conh•acts in comlection with other portions of the Project or other consh•uction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Conh•actor claims that delay or additional cost is involved because of such action by the O«mer, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When the Owner performs consh•uction or operations with the Owner's own forces including persons or entities under separate conhacts not administered by the Construction Manager, the Owner shall provide for coordination of such forces with the Work of the Contractor, who shall cooperate with them. § 6.1,3 Unless otherwise provided in the Contract Documents, when the Owner performs consh•uction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Conhact, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. § 6.2 Mutual Responsibility § 6.2.1 The Conhactor shall afford the Owner's own forces, Construction Manager and other Multiple Prime Contractors reasonable opportunity for inh•oduction and storage of their materials and equipment and performance of their activities, and shall comiect and coordinate the Contractor's conshuction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Conh•actor's Work depends for proper execution or results upon consh•uction or operations by the Owner's own forces or other Multiple Prime Conh'actors, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Consh•uction Manager and Architect apparent discrepancies or defects in such other conshuction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's own forces or other Multiple Prime Contractors' completed or partially completed consh•uction is fit and proper to receive the Conhactor's Work, except as to defects not then reasonably discoverable. § 6.2,3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a separate contractor or to other Multiple Prime Contractors because of the Contractor's delays, improperly timed activities or defective consh•uction. The Owner shall be responsible to the Contactor for costs the Contractor incurs because of delays, improperly timed activities, damage to the Work or defective construction by the Owner's own forces or other Multiple Prime Conh•actors. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner, separate contractors, or other Multiple Prime Contactors as provided in Section 10.2.5. § 6.2,5 The Owner and other Multiple Prime Conh•actors shall have the same responsibilities for cutting and patching as are described for the Contactor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, other Multiple Prime Contractors and the Owner as to the responsibility under their respective conh•acts for maintaining the premises and surrounding area fi•ee fi•om waste materials and rubbish, the Owner may clean up and the Construction Manage; with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Consh•uction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents, AIA Document A232T"~ - 2009 (formerly A201 T""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 24 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and Contractor; a Consri•uction Change Directive requires agreement by the Owner, Consriuction Manager and Architect and may or may not be agreed to by the Conri•actor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 Change Orders A Change Order is a written insri•ument prepared by the Construction Manager and signed by the Owner, Construction Manager, Architect and Conh•actor, stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Conri•act Sum; and .3 The extent of the adjustment, if any, in the Conri•act Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Consri•uction Manager and signed by the Owner, Consri•uction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both, The Owner may by Construction Change Directive, without invalidating the Conriact, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Conri•act Sum and Contract Time being adjusted accordingly. § 7,3.2 A Consriuction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Conh•act Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construcfion Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, flee applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Consriuction Manager and Architect of the Conri•actor's agreement or disagreement with the method, if any, provided in the Consri•uction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Consriuction Change Directive signed by the Conriactor indicates the Contractor's agreement therewith, including adjusrinent in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Conriact Sum, the Consriuction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Conriact Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Conh•actor shall keep and present, in such form as the Consri•uction Manager may prescribe, an itemized accomiting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: AIA Document A232T'^ - 2009 (formerly A201 Th~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01114/2014, and is not for resale. User Notes: (1464085299) 25 .1 Costs of labor, including social security, old age and unemployment insurance, fiinge benefits required by agreement or custom, and workers compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or conswned; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented fi•om the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly athibutable to the change. § 7.3.8 The amount of credit to be allowed by the Conh•actor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Consh•uction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Conh•actor may request payment for Work completed under the Consh~uction Change Directive in Applications for Payment. The Construction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for paytnent the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either parry to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Conh•actor agree with a deternnation made by the Consh•uction Manager and Architect concerning the adjustments ni the Conhact Sum and Conh•act Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Consh•uction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Consh•uction Change Directive. § 7.4 Minor Changes in the Work The Architect has authority to order n>inor changes in the Work not involvnig adjustment in the Conh•act Sum or extension of the Contract Time and not inconsistent with the intent of the Conh•act Documents. Such changes will be effected by written order issued through the Construction Manager and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Conh•act Time is the period of time, including authorized adjustments, allotted in the Conhact Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Conh•act Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Conh•act. By executing the Agreement the Conh•actor confirms that the Conh•act Time is a reasonable period for performing the Work. § 8.2.2 The Conh•actor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Conh•actor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Conhactor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Conh•act Time. Init. AIA Document A232T^' - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 26 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 8.3 Delays and Extensions of Time § 8.3.1 If the Conh•actor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner, Owner's own forces, Conshuction Manager, Architect, any of the other Multiple Prime Contractors or an employee of any of them, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration, or by other causes that the Architect, based on the recommendation of the Construction Manager, determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the ConhactDocuments. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum The Conh•act Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Conh•actor for performance of the Work under the Conhact Documents. § 9.2 Schedule of Values Where the Conhact is based on a Stipulated Sum or Guaranteed Maximum Price, the Contractor shall submit to the Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Consh•uction Manager and Architect may require. This schedule, unless objected to by the Consh•uction Manager or Architect, shall be used as a basis for reviewing the Conhactor's Applications for Payment. In the event there is one Conhactor, the Construction Manager shall forward to the Architect the Contractor's schedule of values. If there are Multiple Prime Conhactors responsible for performing different portions of the Project, the Consh•uction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the Architect. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Conhactor shall submit to the Consri•uction Manager an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Conh•actor's right to payment as the Owner, Construction Manager or Architect may require, such as copies of requisitions fi•om Subcontractors and material suppliers, and shall reflect retainage if provided for in the Conhact Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off Hre site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and h•ansportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Conh•actor further warrants that upon submittal of an Applicafion for AIA Document A232T~^ - 2009 (formerly A201 T''"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 27 Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Conri•actor's knowledge, information and belief, be fi-ee and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subconhactors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Conri•actor, the Construction Manager will, within seven days after the Construction Manager's receipt of the Contractor's Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect. Within seven days after the Architect receives the Conh•actor's Application for Payment fiom the Consh•uction Manager, the Architect will either issue to the Owner a Certificate for Payment, with a copy to the Consh•uction Manager, for such amount as the Architect determines is properly due, or notify the Consri•uction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Construction Manager will promptly forward to the Conh•actor the Architect's notice of withholding certification. § 9.4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Consh•uction Manager will, within seven days after the Construction Manager receives the Multiple Prime Contractors' Applications for Payment: (1) review the Applications and certify the amount the Construction Manager deternines is due each of the Multiple Prime Conh•actors; (2) prepare a Summary of Contractors' Applications for Payment by combining information fiom each Multiple Prime Contractors' application with information from similar applications for progress payments fiom other Multiple Prime Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Consh•uction Manager determines is due all Multiple Prime Contractors; and (5) forward the Summary of Conh•actors' Applications for Payment and Project Application and Certificate for Payment to the Architect § 9.4.3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contractors' Applications for Payment fiom the Construction Manager, the Architect will either issue to the O~~mer a Project Certificate for Payment, with a copy to the Construction Manager, for such amount as the Architect deternunes is properly due, or notify the Consh•uction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Conshuction Manager will promptly forward the Architect's notice of withholding certification to the Contractors. § 9.4.4 The Construction Manager's certification of an Application for Payment or, in the case of Multiple Prime Contractors, a Project Application and Certificate for Payment shall be based upon the Consh•uction Manager's evaluation of the Work and the information provided as part of the Application for Payment. The Constuction Manager's certification will constitute a representation that, to the best of the Conshuction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The certification will also constitute a recommendation to the Architect and Owner that the Conhactor be paid the amount certified. § 9.4.5 The Architect's issuance of a Certificate for Payment or in the case of Multiple Prime Contractors, Project Application and Certificate for Payment, shall be based upon the Architect's evaluation of the Work, the recommendation of the Construction Manager, and information provided as part of the Application for Payment or Project Application for Payment. The Architect's certification will constitute a representation that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the Work is in accordance with the Conh•act Documents, and that the Conh•actor is entitled to payment in the amount certified. § 9.4.6 The representations made pursuant to Sections 9.4.4 and 9.4.5 are subject to an evaluation of the Work for conformance with the Contact Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fiom the Contract Documents prior to completion and to specific qualifications expressed by the Construction Manager or Architect. § 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Consh•uction Manager or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor's construction means, methods, techniques, AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 28 sequences or procedures, (3) reviewed copies of requisitions received from Subconh•actors and material suppliers and other data requested by the Owner to substantiate the Conh•actor's right to payment or (4) made examination to ascertain how or for what purpose the Carihactor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Conshuction Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Conshuction Manager's or Architect's opinion the representations to the Owner required by Section 9.4.4 and 9.4.5 cannot be made. If the Construction Manager or Architect is unable to certify payment in the amount of the Application, the Conshuction Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.3. If the Contractor, Conshuction Manager and Architect carmot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Conshuction Manager or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as maybe necessary in the Construction Manager's or Architect's opinion to protect the Owner fi•om loss for which the Conh•actor is responsible, including loss resulting fi•om the acts and omissions described in Section 3.3.2 because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Omer is provided by the Contractor; .3 failure of the Conhactor to make payments properly to Subconhactors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Conrcact Sum; .5 damage to the Owner or a separate conh•actor; .6 reasonable evidence that the Work will not be completed within the Cor1h•act Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 7 repeated failure to carry out the Work in accordance with the Conhact Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect or Conshuction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Conhactor and to any Subconhactor or material or equipment suppliers to whom the Contractor failed to make paylnent for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Conshuction Manager and both will reflect such payment on the next Certificate for Payment. § 9.6 Progress Payments § 9.6.1 After the Archtect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Conhact Documents, and shall so notify the Conshuction Manager and Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment fi•om the Owner the amount to which the Subconh•actor is entitled, reflecting percentages actually retained fi•om payments to the Contractor on account of the Subcontractor's portion of the Work The Conhractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subconh•actors in a similar manner. § 9,6.3 The Construction Manager will, on request, fian>ish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Conh•actor and action taken thereon by the Owner, Conshuction Manager and Architect on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence fiom the Contractor that the Conh•actor has properly paid Subconhactors and material and equipment suppliers amounts paid by the Owner to the Conhactor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner, Conshuction Manager nor Init. AIA Document A232TM - 2009 (formerly A201'"'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 29 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Architect shall have an obligation to pay or to see to the payment of money to a Subcontactor except as may otherwise be required bylaw. § 9.6.5 Contactor payments to material and equipment suppliers shall be heated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.8.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contact Documents. § 9.6.7 Unless the Contactor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontactors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contactor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Conh•actor, shall create any fiduciary liability or tort liability on the part of the Contactor for breach of bust or shall entitle airy person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 Failure of Payment If the Construction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contactor, within fourteen days after the Construction Manager's receipt of the Conri-actor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contact Documents the amount certified by the Consri-uction Manager and Architect or awarded by binding dispute resolution, then the Contactor may, upon seven additional days' written notice to the Owner, Constuction Manager and Architect, stop the Work until payment of the amount owing has been received. The Contact Time shall be extended appropriately and the Contact Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contact Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Woric or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify the Constuction Manager, and the Contactor and Constuction Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contactor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Constuction Manager, will make an inspection to detern>;ne whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the requirements of the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contactor shall then submit a request for another inspection by the Architect, assisted by the Constuction Manager, to determine Substaiifial Completion. § 9.8.4 When the Architect, assisted by the Constuction Manager, determines that the Work or designated portion thereof is substantially complete, the Construction Manager will prepare, and the Construction Manager and Architect shall execute a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contactor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contactor shall finish all items on the list accompanying the Certificate. Warranties required by the Contact Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Init. AIA Document A232T'" - 2009 (formerly A201 *h~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. Ali rights reserved. 30 ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their writtetl acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents, § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such. portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agt•eed in writing concetning the period for correction of the Work and commencement of warranties required by the Conhact Documents. When the Conhactor considers a portion substantially complete, the Conhactor and Consh•uction Manager shall jointly prepare and submit a list to the Architect as provided under Section 9.8.2, Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Conh•actor or, if no agreement is reached, by decision of the Architect after consultation with the Consh•uction Manager. § 9.9.2 Inunediately prior to such partial occupancy or use, the O~~nier, Consh•uction Manager, Conhactor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Consriuction Manager a written notice that the Work is ready for final inspection and acceptance and shall also forward to the Conshuction Manager a final Contractor's Application for Payment. Upon receipt, the Construction Manager will evaluate the completion of Work of the Conhactor and then forward the notice and Application, with the Conshuction Manager's reconunendations, to the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the Conhact Documents and the Conhact fully performed, the Construction Manager and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Conh•act Documents and that the entire balance found to be due the Conh•actor and noted in the final Certificate is due and payable. The Conshuction Manager's and Architect's final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect th1•ough the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness cotmected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of sut•ery, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Init. AIA Document A232T'^ - 2009 (formerly A201 T'nCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 31 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirm, the Owner shall, upon application by the Conhactor and certification by the Construction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contaract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Construction Manager prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Conhactor, a Subcont•actor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contaract. The Contractor shall submit the Conriactor's safety program to the Construction Manager for review and coordination with the safety programs of other Contractors. The Construction Manager's responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contactors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 10.2 Safety of Persons and Property § 10.2.1 The Conhactor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to ,1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or conh•ol of the Conhactor or the Contractor's Subcontactors or Sub- subconri•actors; .3 other property at the site or adjacent thereto, such as tees, shrubs, la~~ms, walks, pavements, roadways, sriuctures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 construction or operations by the Owner or other Contractors. § 10.2.2 The Conhactor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Conhactor shall erect and maintain, as required by existing conditions and performance of the Contact, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Conhactor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Conhactor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4 caused in whole or in part by the Contactor, a Subconriactor, aSub-subconriactor, or anyone directly or indirectly AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 32 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible uuder Sections 10.2.1.2, 10.2.1,3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, Construction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them maybe liable, and not athibutable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Conhactor's obligations under Section 3.18. § 10.2.6 The Conhactor shall designate a responsible member of the Conh•actor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner, Consh•uction Manager and Architect. § 10.2.7 The Conhactor shall not permit any part of the consh•uction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Contractor is responsible for compliance with. any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting fiom a material or substance, including but not limited to, asbestos or polychlorinated biphenyl (PCB),encountered on the site by the Conhactor, the Conhactor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner, Consh•uction Manager and Architect in writing. § 10.3.2 Upon receipt of the Conhactor's written notice, the Owner shall obtain the services of a licensed laboratory to verify a presence or absence of the material or substance reported by the Conhactor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Conhact Documents, the Owner shall furnish in writing to the Contractor, Consh•ucfion Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Conhactor, the Construction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Conhactor, the Conshuction Manager and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resumed upon written agreement of the Owner and Conhactor. By Change Ot•der, the Contract Time shall be extended appropriately and the Conhact Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted bylaw, the Owner shall indenmify and hold harmless the Contractor, Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them fi•om and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fiom performance of the Work iii the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is ath•ibutable to bodily injury, sickness, disease or death, or to injury to or deshuction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is not due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Conhactor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 33 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Conh~actor brings to the site and negligently handles, or (2) where the Conri•actor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Conri•actor, the Conri•actor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Conri•actor shall act, at the Contractor's discretion, to prevent tlueatened damage, injury or loss. Additional compensation or extension of time claimed by the Conri•actor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Liability Insurance § 11.1.1 The Contractor shall purchase fi•om and maintain in a company or companies lawfully authorized to do business h1 the jurisdiction in wl>ich the Project is located such insurance as will protect the Conhactor fi•om claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Conri•act and for which the Contractor may be legally liable, whether such operations be by the Conri•actor or by a Subcont•actor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 Claims for damages because of bodily injm•y, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or dest•uction of tangible property, including loss of use resulting therefiom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving conri•actual liability insurance applicable to the Conhactor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than lin>its of liability specified in the Conhact Documents or required bylaw, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption fi•on1 the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contact Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to the Construction Manager for t•ansmittal to the Owner with a copy to the Architect prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. hiformation concetiling reduction of coverage shall be furnished by the Conriactor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Construction Manager, the Construction Manager's consultants, the Owner, the Architect, and the Architect's Init. AIA Document A232TM - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 34 consultants as additional insureds for claims caused in whole or in part by the Contactor's negligent acts or omissions during the Contactor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contactor's completed operations. § 11.2 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 Property Insurance § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance «aitten on a builder's risk "all risk" or equivalent policy form in the amount of the initial Contact Sum, plus value of subsequent Contact modifications and cost of matet7als supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, ~~diichever is later. This insurance shall include interests of the Owner, the Conh•actor, Subcontactors and Sub- subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Architect's, Contractor's, and Const•uction Manager's services and expenses required as a result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so infol-~n the Contractor in writing prior to commencement of the Work. The Contactor may then effect insurance that will protect the interests of the Contactor, Subcontactors and Sub-subconh•actors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contactor in writing, then the Owner shall bear all reasonable costs properly attibutable thereto. § 11.3.1.3 If the property insurance requites deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contact Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Omer, Construction Manager, Contactor, Subcont•actors and Sub-subcontactors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 35 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Conhactor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, adjoi11n1g or adjacent to the site by property insurance under policies separate fi•om those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance, All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its lunits will not be reduced, until at least 30 days' prior written notice has been given to the Contactor. § 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subconhactors, sub-subconhactors, agents and employees each of the other, and (2) the Constuction Manager, Architect, Architect's consultants, separate contactors described in Article 6, if any, and any of their subconhactors, sub-subcontactors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as the Owner and Contactor may have to the proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Constuction Manager, Construction Manager's consultants, Architect, Architect's consultants, Owner's separate contactors described in Article 6, if any, and the subconhactors, sub-subconhactors, agents and employees of any of them, by appropriate agreements, vvtitten where legally required for validity, sinvlar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contactual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or enfity had an insurable interest in the property damaged. § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Conhactor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insw•ed loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distibute iii accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of dais power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contactor as the method of binding dispute resolution in the Agreement. If the Owner and Contactor have selected arbitation as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or distibution of insurance proceeds in accordance with the direction of the arbitrators. Init. AIA Document A232Th9 - 2009 (formerly A201 T~'~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 36 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 11.4 Performance Bond and Payment Bond § 11.4.1 The Owner shall have the right to require the Conri•actor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requhrements or specifically required in the Contract Documents on the date of execution of the Conh•act. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Conhact, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Consri•uction Manager's or Architect's request or to requirements specifically expressed in the Conh•act Documents, it must, if requested in writing by either, be uncovered for their observation and be replaced at the Contractor's expense without change in the Conri•act Time. § 12.1.2 If a portion. of the Work has been covered which the Construction Manager or Architect has not specifically requested to observe prior to its being covered, the Constuction Manager or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Conri•act Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or one of the other Conri•actors in which event the Owner shall be responsible for payment of such costs. § 12.2 Correction of Work § 12.2.1 Before or After Substantial Completion The Conri•actor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Conri•act Documents, whether discovered before or after Substantial Completion and v,~hether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Consriuction Manager's and Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2,2 After Substantial Completion § 12.2.2.1 In addition to the Conriactor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of walranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Conh-act Documents, the Contractor shall correct it promptly after receipt of written notice fi•om the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of wan•anty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice fiom the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one-year period shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Conriactor pursuant to this Section 12.2. § 12.2.3 The Conri•actor shall remove from the site portions of the Work that are not in accordance with the requirements of the Conri•act Documents and are neither corrected by the Conri•actor nor accepted by the Owner. § 12.2.4 The Conh•actor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors or other Multiple Prime Conriactors caused by the AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 37 Conh•actor's con•ection or removal of Work that is not in accordance with the requirements of the Conhact Docmnents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Conh•act Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents tnay be sought to be enforced, nor to the time within which proceedings may be cotmnenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiting its removal and correction, in which case the Conh•act Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbittation as the method of binding dispute resolution, the Federal Arbihation Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Conh•actor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either parry attempts to make such an assignment without such consent, that parry shall nevertheless remain legally responsible for all obligations under the Conh•act. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Conh•act Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 Written Notice Written notice shall be deemed to have been duly served if delivered iri person to the individual, to a member of the firm or entity or to an officer of the corporation for which it was intended; or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice, § 13.4 Rights and Remedies § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available bylaw. § 13.4.2 No action or failure to act by the Owner, Consh•uction Manager, Architect or Conh•actor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 13.5 Tests and Inspections § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Consriuction Manager and Architect timely notice of when and where tests and inspections are to be made so that the Construction Manager and Architect maybe present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements mttil after bids are received or negotiations concluded, and Init. AIA Document A232TM - 2009 (formerly A201 Th4CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 38 This document was produced by AIA software at 09:10:48 on 0 2/0112 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner fi•om delegating their cost to the Conh•actor. § 13.5.2 If the Consh•uction Manager, Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Constt•uction Manager and Architect will, upon written authorization fi•om the Owner, instruct the Conh•actor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Conshuction Manager and ?.r•chitect of when and where tests and inspections are to be made so that the Consh•uction Manager and Architect maybe present for such procedures. Such costs except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Construction Manager's and Architect's services and expenses shall be at the Contractor's expense. § 13,5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Conh•act Documents, be secured by the Contractor and promptly delivered to the Consh•uction Manager for transmittal to the Architect. § 13.5.5 If the Consh•uction Manager or Architect is to observe tests, inspections or approvals required by the Conhact Documents, the Consh•uction Manager or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Conh•act Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 Interest Payments due and unpaid under the Conh•act Documents shall bear interest fi•om the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing fi•om time to time at the place where the Project is located. § 13.7 Time Limits on Claims The Owner and the Conhactor shall commence all claims and causes of action, whether in conri•act, tort, breach of warTanry or otherwise, against the other arising out of or related to the Conhact in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and the Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Conh•act if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontt•actor, Sub-subcontt•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Conh•actor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has norilotified the Conri•actor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Conh•act Documents; or .4 The Owner has failed to furnish to the Conhactor promptly, upon the Conhactor's request, reasonable evidence as required by Section 2.2,1. AIA Document A232T'" - 2009 (formerly A201 T^9CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. - 39 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 0111 4/20 1 4, and is not for resale. User Notes: (1464085299) § 14.1.2 The Contractor may terminate the Conh•act if, tln•ough no actor fault of the Contractor or a Subcontractor, Sub-subconh•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect conhact with the Conhactor, repeated suspensions, delays or inter•uptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Conhactor may, upon seven days' written notice to the Owner, Conshuction Manager and Architect, terminate the Contract and recover fi•on1 the Owner payment for Work executed including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days tln•ough no act or fault of the Conhactor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under conh•act with the Conhactor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Otvner, Conshuction Manager and Architect, terminate the Conhact and recover fi•om the Owner as provided in Section 14.1.3. § 14.2 Termination by the Ownerfor Cause § 14.2.1 The Owner may terminate the Contract if the Conhactor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subconhactors for materials or labor in accordance with the respective agreements between the Contractor and the Subconhactors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Construction Manager, and upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Conhactor and the Conhactor's surety, if any, seven days' written notice, terminate employment of the Conhactor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Conhactor; .2 Accept assigmnent of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Conhactor, the Owner shall furnish to the Conhactor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Conhactor shall not be entitled to receive further payment until the Wotk is finished. § 14.2.4 If the unpaid balance of the Contract Surn exceeds costs of finishing the Work, including compensation for the Conshuction Manager's and Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Conhactor. If such costs and damages exceed the unpaid balance, the Conhactor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decisimr Maker after consultation with the Conshuction Manager, and this obligation for payment shall survive terrunation of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Conh•act Time shall be adjusted for increases in the cost and time caused by suspension, delay or inten•uption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: AIA Document A232TM - 2009 (formerly A201 T^^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 40 This document was produced byAlA software at 09:10:48 on 02/0172013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Contract. § 14.4 Termination by the Owner for Convenience § 14.4,1 The Owner may, at any time, terminate the Conri•act for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice fi•om the Owner of such termination for the Owner's convenience, the Contractor shall .1 ~ cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subconri•acts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Conh•actor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Conri•act The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 Notice of Claims. Claims by either the Owner or Conri•actor must be initiated by written notice to the other party and to the hutial Decision Maker with a copy sent to the Consri•uction Manager and Architect, if the Consri•uction Manager and or Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Conri•actor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Conri•act Documents. The Consh•uction Manager will prepare Change Orders and the Architect will issue a Certificate for Payment or Project Certificate for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Conri•act Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.3. § 15.1.5 Claims for Additional Time § 15.1.5.1 If the Conhactor wishes to make a Claim for an increase in the Conri•act Time, written notice as provided herein shall be given. The Conh•actor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled consri•uction. § 15.1.6 Claims for Consequential Damages. The Conri•actor and Owner waive Claims against each other for consequential damages arising out of or relating to this Conri•act. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and Init. AIA Document A232T~'~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 41 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) .2 damages incurred by the Conhactor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly fi•om the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Conh•act Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the htitial Decision Maker will not decide disputes between the Conh•actor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Malcer will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data fi•orn the claimant or a response with supporting data fiont the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the htitia] Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or fi•om persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the htitial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shalh either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data wihl be furnished or (3) advise the Initial Decision Maker thatno supporting data will be furnished. Upon receipt of the response or supporting data, if arty, the Initial Decision. Maker will either reject or approve the Claint in whole or in part. § 15.2.5 The htitial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. Tlis initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect and Construction Manager, if the Architect or Construction Manager is not serving as the lititial Decision Maker, of auy change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute tln•ough mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the teams of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days fi•om the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both pasties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15,2.7 fir the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any of the nature and amount of the Claim. If the Claim relates to a possibility of a Conhactor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Init. AIA Document A232T^" - 2009 (formerly A201 T1ACMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 42 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbit•ation Association in accordance with its Constuction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contact, and filed with the person or entity adninistering the mediation. The request maybe made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbihation is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court havnig jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for buiding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Ar•bitation Association in accordance with its Constuction Industry Arbitation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contact, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbihation shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be bared by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitators shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbihate and other agreements to arbitate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Ag1eement with any other arbihation to wl>ich it is a parry provided that (1) the arbitration agreement governing the other arbitation permits consolidation, (2) the arbihations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbihation, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitation involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contactor grant to any person or entity made a parry to an arbihation conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the O~>iier and Contractor under this Agreement. AIA Document A232T°^ - 2009 (formerly A201 T"1CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1464085299) 43 iti®n~ and leti®ns ®r~ f®r AIA Document C132TM - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:33:59 on 02/05/2013. PAGE 1 AGREEMENT made as of the 1st day of February in the year 2013 City of Meridian 33 E. Broadway Meridian. ID 83642 Beniton Construction P.O. Box 838 Meridian, ID 83680 Lab Building Expansion Wastewater Treahnent Plant 3401 N. Ten Mile Rd. Meridian. ID 83642 SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 PAGE 2 2013 -2017 CIP WWTP Pro'ects 2-story, 6,000 square foot expansion Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000,00) Additions and Deletions Report for AIA Document C132T'" - 2009 (formerly B801T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. .~ expires on 01 /1 41201 4, and is not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which (1901475883) 2/1/2013 - 6/1/2013 6/1 /2013 PAGE 3 6/1/2014 Competitive bid with multiple prime contracts. Multiple bid packages to be developed LEED Design Considerations David Allison, Project Manager City of Meridian 33 E. Broadwav Meridian, ID 83642 SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 Not required Provided by SPF Water Engineering Provided by SPF Water Engineering PAGE 4 Brvice Parker, Proiect Manager Beniton Consh•uction P.O. Box 838 Meridian, ID 83680 (208)884-0027 Additions and Deletions Report for AIA Document C132T"" - 2009 (formerly 6801T"ACMa - 1992). Copyright©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 2 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883) Superintendent and Proiect En;;ineer Beniton Construction None None None PAGE 5 § 2.6,1 Comprehensive General Liability with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Cotishuction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employees Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Consh•uction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner 4.1.3 Tenant-related services Owner 4.1.4 Commissionin B211T"'-2007 Owner § 4.1.5 LEED`S' certification (B214TM-2007) Owner § 4.1.6 Fm•tliture, furnishings, and equipment design (B253T"~-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen ( 17 )months of the date of this Agreement, through no fault of the Consh•uction Manager, extension of the Conshuction Manager's services beyond that time shall be compensated as Additional Services. Additions and Deletions Report for AIA Document C132T"~ -2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883) PAGE 16 [ X ] Litigation in a court of competent jm•isdiction PAGE 18 Fifty Nine Thousand Four Hundred Ten and No/100 Dollars ($59,410.00). Five monthly payments of Eleven Thousand Eight Hundred Eighty Two and No/100 Dollars ($11,882.00 , startine Februar 2 One Hundred Ei>;hteen Thousand Eight Hundred Twenty Two and No/100 Dollars ($118,822.00) billed in equal monthl~payments tluoughout conshuction. Cost of the work plus 8% Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Consh•uction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Clerical 3 5.00 Estimator $68.00 Superintendent* $1,900.00 Weekly Accounting 65,00 Project Manager $72.00 Consh•uction Manager $98 =Does not include Superintendent's vehicle fuel, § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the Rrejec-Project and are estimated not to exceed $220,750.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Consh•uction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801 Th~CMa -1992), Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which (1901475883) 4 § 11.7.1 All initial payment of zero ($ 0) shall be made upon execution of tl>is Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om tune to time at the principal place of business of the Conshuction Manager. ~e-Zero percent 0`~~, PAGE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manager shall be compensated for CM Services and reimbm•sables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $398,982.00. Compensation is scheduled to be paid from two fiscal years, $59,410.00 in FY13 (10/1/12 - 9/30/13) and $339,572.00 in FY14 (10/1113 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current bud>;et amount of $59,410.00 is subject to City Council approval of the FY14 budget If the City Council fails to appropriate funds to continue ~ayrnent beyond $59 410 00 Cit} may tei~ninate this a>n•eement and Conshuc$on Manager will relieve Ci of any further obligation. Construction Mana>?er must NOT incur costs for any work that exceeds $59,410.00 prior to October 1 2013. It is the Construction Manaeers responsibility to adhere to the schedule and the amounts listed above. Not used Not used AIA 232 - 2009 General Conditions Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1901475883) er°fiicti®n f ®curr~ent' uthentici AIA® Document D401 TM - 2003 I, Doug Nichols, hereby certify, to the best of my lalowledge, vlformation and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:33:59 on 02/05/2013 under Order No. 1005957857_1 fi•om AIA Conhact Documents soft~~rare and that in preparing the attached final document I made no changes to the original text of AIA' Document C132TM - 2009, Standard Form of Agreement Between O«~ner and Construction Manager as Adviser, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Sig»ed) (Title) f ~".X (Dated) AIA Document D401 T'n - 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. . z __ _., This document was produced by 1 AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883)